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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 28, 2025

TopBuild Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-36870

47-3096382

(State or other Jurisdiction of

(Commission

(IRS Employer

Incorporation)

File Number)

Identification No.)

475 North Williamson Boulevard

Daytona Beach, Florida

32114

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (386) 304-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

BLD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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
“Against”

Abstentions

Broker
Non-Votes

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
“Against”

Abstentions

Broker
Non-Votes

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
“Against”

Abstentions

Broker
Non-Votes

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
“Against”

Abstentions

Broker
Non-Votes

25,970,208

545,138

25,891

1,047,990

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number

    

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

 

 

Name:

Madeline Otero

 

 

Title:

Vice President and Chief Accounting Officer
(Principal Accounting Officer)

Dated: April 29, 2025