UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of TopBuild Corp., a Delaware corporation (the “Company”), held on April 28, 2025, the Company’s shareholders approved the TopBuild Corp. Amended and Restated 2015 Long Term Stock Incentive Plan (the “2025 Plan”), as presented. The 2025 Plan is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), filed with the Securities and Exchange Commission on March 14, 2025, under the caption “Proposal 4: To approve the TopBuild Corp. Amended and Restated 2015 Long Term Stock Incentive Plan”, which description is incorporated by reference in this Item 5.02. The description of the 2025 Plan is qualified in its entirety by reference to the complete text of the 2025 Plan, which is filed as Exhibit 10.15 to this Current Report on Form 8-K and which was also contained in Appendix B to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on April 28, 2025. The final voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
Proposal 1: Election of directors to serve until the Company’s 2026 Annual Meeting of Shareholders.
Votes “For” | Votes | Abstentions | Broker | |||||
Alec C. Covington | 25,644,552 | 875,330 | 21,355 | 1,047,990 | ||||
Ernesto Bautista, III | 25,644,525 | 868,332 | 28,380 | 1,047,990 | ||||
Robert M. Buck | 25,918,269 | 601,586 | 21,382 | 1,047,990 | ||||
Joseph S. Cantie | 25,645,385 | 874,138 | 21,714 | 1,047,990 | ||||
Tina M. Donikowski | 25,646,690 | 867,056 | 27,491 | 1,047,990 | ||||
Deirdre C. Drake | 25,645,174 | 867,499 | 28,564 | 1,047,990 | ||||
Mark A. Petrarca | 25,651,815 | 868,057 | 21,365 | 1,047,990 | ||||
Nancy M. Taylor | 25,211,536 | 1,010,481 | 319,220 | 1,047,990 |
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Votes “For” | Votes | Abstentions | Broker | |||
26,983,634 | 586,962 | 18,631 | 0 |
Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
Votes “For” | Votes | Abstentions | Broker | |||
25,341,127 | 1,141,619 | 58,491 | 1,047,990 |
Proposal 4: Approval of the TopBuild Corp. Amended and Restated 2015 Long Term Stock Incentive Plan.
Votes “For” | Votes | Abstentions | Broker | |||
25,970,208 | 545,138 | 25,891 | 1,047,990 |
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
| Description |
10.15 104 | TopBuild Corp. Amended and Restated 2015 Long Term Stock Incentive Plan, as amended April 28, 2025. Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOPBUILD CORP. | |||
By: | /s/ Madeline Otero | ||
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| Name: | Madeline Otero |
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| Title: | Vice President and Chief Accounting Officer |
Dated: April 29, 2025 |
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