Leadership changes and shareholder approvals at Builders FirstSource (NYSE: BLDR)

Rhea-AI Filing Summary

Builders FirstSource, Inc. announced a planned leadership transition and reported results of its 2026 annual stockholder meeting. Mike Hiller, currently Chief Talent Officer, was appointed Chief Operating Officer-Designate effective May 18, 2026 and will succeed long-time COO Steve Herron upon his retirement on December 31, 2026. Coley O’Brien, formerly Chief People Officer at The Wendy’s Company, was appointed Chief Human Resources Officer effective May 18, 2026.

Stockholders representing 97,557,384 shares, or 88.20% of voting power as of March 16, 2026, were present. All six director nominees were elected, the advisory vote on 2025 executive compensation passed, PricewaterhouseCoopers LLP was ratified as 2026 auditor, and both the 2026 Equity Incentive Plan and a new Employee Stock Purchase Plan were approved.

8-K Event Classification

4 items: 5.02, 5.07, 7.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at annual meeting: 97,557,384 shares Voting power represented: 88.20% Say-on-pay support: 86,126,013 for vs 2,333,519 against +4 more

7 metrics

Shares represented at annual meeting 97,557,384 shares Voting power represented at annual meeting as of March 16, 2026 record date

Voting power represented 88.20% Percentage of voting power represented at annual meeting

Say-on-pay support 86,126,013 for vs 2,333,519 against Advisory vote on 2025 executive compensation

Auditor ratification vote 93,169,372 for vs 4,333,634 against Ratification of PricewaterhouseCoopers LLP for 2026

Equity Plan approval votes 86,712,552 for vs 1,885,973 against Approval of 2026 Equity Incentive Plan

ESPP approval votes 88,304,284 for vs 369,902 against Approval of Employee Stock Purchase Plan

Retirement date of COO December 31, 2026 Planned retirement of COO Steve Herron

Key Terms

Chief Operating Officer-Designate, Broker Non-Vote, Equity Incentive Plan, Employee Stock Purchase Plan, +1 more

5 terms

Chief Operating Officer-Designate financial

"appointed Mike Hiller, Chief Talent Officer of the Company, as Chief Operating Officer-Designate effective May 18, 2026"

Broker Non-Vote financial

"Paul S. Levy | 83,059,970 | 5,605,020 | 64,482 | 8,827,912 Broker Non-Vote"

Equity Incentive Plan financial

"Proposal No. 4: Approval of the Builders FirstSource, Inc. 2026 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Employee Stock Purchase Plan financial

"Proposal No. 5: Approval of the Builders FirstSource, Inc. Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. On May 18, 2026, the Company issued a news release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Understanding 8-K Material Events →

false000131683500013168352026-05-142026-05-140001316835bldr:NYSETexasMember2026-05-142026-05-140001316835bldr:NewYorkStockExchangeMember2026-05-142026-05-14

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 14, 2026

BUILDERS FIRSTSOURCE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40620	52-2084569
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6031 Connection Drive Suite 400
Irving, Texas				75039
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 880-3500

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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		BLDR		New York Stock Exchange NYSE Texas

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.

On May 18, 2026, Builders FirstSource, Inc. (the “Company”) announced that, as part of its planned leadership transition, its Board of Directors (the “Board”) appointed Mike Hiller, Chief Talent Officer of the Company, as Chief Operating Officer-Designate effective May 18, 2026. Mr. Hiller will succeed Steve Herron, as Chief Operating Officer effective December 31, 2026. Mr. Herron has served as Chief Operating Officer of the Company since March 2023 and is retiring after over 15 years of dedicated service to the Company.

Mr. Hiller, 52, was appointed as Chief Talent Officer of the Company in November 2024. Prior to this appointment, he served as President – Central Division, since January 2021. Prior to joining the Company, Mr. Hiller served in various roles at BMC Stock Holdings, Inc., including Vice President – Intermountain Region from January 2017 to December 2020, Area Manager – Colorado from January 2015 to December 2016, and Area Manager – Utah from October 2011 to December 2014. Mr. Hiller has over 20 years of experience in the building products industry. He holds a Master of Business Administration and graduate certificate in finance from Westminster University.

Additionally, the Board appointed Coley O’Brien to succeed Mr. Hiller as Chief Human Resources Officer, effective May 18, 2026. Mr. O’Brien joins the Company from The Wendy’s Company, where he was Chief People Officer since March 2018.

The information required by Item 5.02(c)(3) of Form 8-K for Mr. Hiller has not been determined as of the date hereof. The Company will provide such information, if applicable, in an amendment to this Form 8-K within four (4) business days after the information is determined or becomes available.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The owners of 97,557,384 shares of the Company’s common stock, representing 88.20% of the voting power of all the shares of common stock issued and outstanding on March 16, 2026, the record date for the meeting, were represented at the Annual Meeting. Each share of common stock was entitled to one vote at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders voted on the following five proposals, as described in the Company’s 2026 Proxy Statement, and cast their votes as stated below.

Proposal No. 1: Election of Directors.

Nominee		For		Against		Abstain		Broker Non-Vote
Paul S. Levy		83,059,970		5,605,020		64,482		8,827,912
Cheryl Ainoa		88,396,041		268,996		64,435		8,827,912
Cory J. Boydston		85,157,525		3,454,536		117,411		8,827,912
James O'Leary		87,641,001		1,023,805		64,666		8,827,912
Maria Renz		88,379,287		285,903		64,282		8,827,912
Craig Steinke		76,271,469		12,364,061		93,942		8,827,912

Proposal No. 2: Advisory vote on the 2025 compensation of the Company’s named executive officers.

For		Against		Abstain		Broker Non-Vote
86,126,013		2,333,519		269,940		8,827,912

Proposal No. 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for year 2026.

For		Against		Abstain		Broker Non-Vote
93,169,372		4,333,634		54,378		0

Proposal No. 4: Approval of the Builders FirstSource, Inc. 2026 Equity Incentive Plan.

The proposal to approve the Builders FirstSource, Inc. 2026 Equity Incentive Plan was approved.

For		Against		Abstain		Broker Non-Vote
86,712,552		1,885,973		130,947		8,827,912

Proposal No. 5: Approval of the Builders FirstSource, Inc. Employee Stock Purchase Plan.

The proposal to approve the Builders FirstSource, Inc. Employee Stock Purchase Plan was approved.

For		Against		Abstain		Broker Non-Vote
88,304,284		369,902		55,286		8,827,912

Item 7.01 Regulation FD Disclosure.

On May 18, 2026, the Company issued a news release announcing the leadership transition noted above. A copy of the news release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	News release issued by Builders FirstSource, Inc. on May 18, 2026.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

All of the information included in Items 7.01 and 9.01 of this report and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

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.

			BUILDERS FIRSTSOURCE, INC.
Date:	May 18, 2026	By:	/s/ Alena Brenner
			Alena Brenner, Executive Vice President, Chief Legal Officer and Corporate Secretary

Builders FirstSource Announces COO and CHRO Succession Plan

Chief Operating Officer Steve Herron to Retire

Mike Hiller Appointed Chief Operating Officer-Designate

Coley O’Brien Appointed Chief Human Resources Officer

Builders FirstSource, Inc. (NYSE: BLDR) announced today that as part of a planned leadership transition, Mike Hiller has been appointed Chief Operating Officer-Designate, succeeding Steve Herron, who will retire on December 31, 2026.

“This succession plan reflects both the bench depth of quality leadership within our company and our ability to attract top talent from outside our industry,” said Peter Jackson, CEO of Builders FirstSource. “The timeline will support a smooth transition for our team members, enabling them to stay focused on providing our customers with best-in-class service.”

Mr. Herron joined the Company as part of the 2015 acquisition of ProBuild Holdings. He has more than 40 years of experience in the industry, including senior management roles at HD Supply Holdings, The Home Depot, Lowe’s and Williams Brothers Lumber. Prior to his 2023 appointment as COO, he was President of the Company’s East Division.

“Humility and humor are the hallmarks of Steve’s style,” Jackson said. “We are grateful to him for his leadership and wish him a wonderful retirement.”

Mr. Hiller has more than 25 years of experience in business development, finance and operational leadership in the building materials industry. Prior to the 2021 merger of Builders FirstSource and BMC Stock Holdings, he was vice president of BMC’s Intermountain Region. He later became president of the Company’s Central Division, and most recently served as Chief Talent Officer.

“Mike is a thoughtful leader who puts people first while maintaining high standards of operational excellence,” Jackson said. “He is the right choice to lead our operations during this transformative time for the industry.”

Coley O’Brien has been appointed Chief Human Resources Officer, succeeding Mr. Hiller in leading the Company’s human resources functions. Mr. O’Brien has more than 25 years of experience in human resources and operations training. He joins the Company from The Wendy’s Company, where he held leadership roles in human resources and operations training since 2007. Most recently, he served as Chief People Officer, leading global HR strategy, innovation and people systems.

"Coley has a proven track record of building and executing talent strategies that support strong corporate culture and business outcomes," Jackson said. "His operational mindset, deep understanding of people systems and extensive experience leading and developing a distributed workforce will be extremely beneficial for our team.”

About Builders FirstSource

Builders FirstSource (NYSE: BLDR), headquartered in Irving, Texas, is the nation's leading provider of building materials for professional builders in new residential construction and repair and remodeling. We deliver integrated homebuilding solutions by manufacturing, supplying, and installing a full range of structural and related building products. With approximately 570 locations across 43 states, we serve 48 of the top 50 and 94 of the top 100 Core Based Statistical Areas (CBSAs), ensuring broad geographic coverage and enhancing our ability to partner with our customers. Our leading network of strategically located manufacturing facilities produces factory-built roof and floor trusses, wall panels, vinyl windows, custom millwork and trim, manufactured and semi-custom modular homes, as well as engineered wood that we design and cut specifically for each home. We also assemble interior and exterior doors into pre-hung units for easy installation. Additionally, we distribute a wide range of building products, including lumber, sheet goods, windows, doors, millwork, and specialty items. Our services, which vary by market, include professional installation, turnkey framing, and shell construction. Supported by the latest construction innovations and digital solutions, we help drive greater efficiency across homebuilding. Learn more at www.bldr.com

FAQ

What leadership changes did Builders FirstSource (BLDR) announce in this filing?

Builders FirstSource named Mike Hiller Chief Operating Officer-Designate, succeeding Steve Herron when he retires on December 31, 2026. The company also appointed Coley O’Brien as Chief Human Resources Officer effective May 18, 2026, bringing additional HR leadership experience.

When will Builders FirstSource COO Steve Herron retire?

Chief Operating Officer Steve Herron will retire on December 31, 2026 after more than 15 years with Builders FirstSource. He previously joined through the 2015 ProBuild acquisition and held senior roles, including President of the East Division before becoming COO in 2023.

How many Builders FirstSource shares were represented at the 2026 annual meeting?

The annual meeting had 97,557,384 shares represented, equal to 88.20% of the voting power outstanding as of the March 16, 2026 record date. Each common share carried one vote on all proposals presented to stockholders.

Did Builders FirstSource stockholders approve the 2026 Equity Incentive Plan?

Yes. Stockholders approved the Builders FirstSource 2026 Equity Incentive Plan with 86,712,552 votes for, 1,885,973 against, and 130,947 abstentions, plus 8,827,912 broker non-votes. This plan provides a framework for future equity-based compensation awards.

Was the Builders FirstSource Employee Stock Purchase Plan approved by stockholders?

Yes. The Employee Stock Purchase Plan received 88,304,284 votes for, 369,902 against, and 55,286 abstentions, with 8,827,912 broker non-votes. Approval allows eligible employees to buy company stock under the plan’s terms as described in the proxy materials.

Which auditor did Builders FirstSource stockholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Builders FirstSource’s independent registered public accounting firm for 2026. The vote totals were 93,169,372 for, 4,333,634 against, and 54,378 abstentions, with no broker non-votes reported on this proposal.

How did Builders FirstSource stockholders vote on 2025 executive compensation?

In the advisory say-on-pay vote on 2025 named executive officer compensation, 86,126,013 shares voted for, 2,333,519 voted against, and 269,940 abstained, with 8,827,912 broker non-votes. This non-binding vote indicates stockholder views on the company’s pay practices.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 10.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 46.1 KB