BlueLinx (BXC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, at the company’s headquarters, with voting on director elections, auditor ratification, executive compensation, and an amendment to the long-term incentive plan.

• Shareholders of record as of March 20, 2026, are eligible to vote, with a majority required for approval of most proposals.

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

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, ratify Ernst & Young LLP as the independent auditor for fiscal 2026, approve executive compensation on an advisory basis, and approve an amendment to the 2021 Long-Term Incentive Plan to increase reserved shares by 750,000.

• The board recommends voting FOR all proposals and nominees.

• Majority voting standard for uncontested director elections was adopted in February 2026.

Board of directors and corporate governance

• The board consists of nine members, with Christina M. Corley appointed in September 2025 to fill a vacancy.

• All directors except the CEO are independent; the board is led by a non-executive chairman.

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

• Director nomination process emphasizes diversity, experience, and independence.

• Director stock ownership guidelines require non-employee directors to own shares equal to five times the cash retainer.