BlueLinx (BXC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, at the company’s headquarters, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of March 18, 2025, are eligible to vote, with a majority quorum required.

• Proxy materials, including the annual report and proxy statement, are available online and by mail.

Voting matters and shareholder proposals

• Stockholders will vote to elect eight directors, ratify Ernst & Young LLP as the independent auditor for fiscal 2025, and approve a non-binding advisory resolution on executive compensation.

• The board recommends voting FOR all director nominees and FOR both proposals.

• No other business is expected, but proxies allow for discretionary voting on unforeseen matters.

Board of directors and corporate governance

• Eight directors are nominated for re-election; one current director is retiring, and a search firm is engaged to fill the vacancy.

• The board is majority independent, with separate CEO and non-executive chairman roles.

• Three standing committees: Audit, Human Capital and Compensation, and Nominating and Governance, all with independent members.

• Director compensation includes cash and equity, with stock ownership guidelines requiring directors to hold shares equal to five times the cash retainer.