BlueLinx (NYSE: BXC) adopts majority voting and new director resignation policy

Rhea-AI Filing Summary

BlueLinx Holdings Inc. is changing how its board members are elected and how it handles weak shareholder support. The board approved an amendment to the company’s bylaws on February 3, 2026, effective the same day.

In uncontested elections, directors must now receive a majority of votes cast to be elected, while contested elections will continue to use a plurality standard. The amendment also adds a director resignation policy: any incumbent director in an uncontested election who does not receive a majority of votes cast must promptly offer to resign. The Nominating and Governance Committee will recommend whether to accept or reject the resignation or take other action, and the board will make and publicly disclose its decision within 90 days after certification of the election results.

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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): February 6, 2026  (February 3, 2026)

BlueLinx Holdings Inc.

(Exact name of registrant specified in its charter)

Delaware		001-32383		77-0627356
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1950 Spectrum Circle, Suite 300, Marietta, GA		30067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (770) 953-7000

N/A

(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 (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	BXC	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. o

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 3, 2026, the Board of Directors (the “Board”) of BlueLinx Holdings Inc., a Delaware corporation (the “Company”), amended the Third Amended and Restated Bylaws of the Company, effective as of the same date. The Amendment to the Third Amended and Restated Bylaws of the Company (the “Amendment”) amends the Third Amended and Restated Bylaws to provide that, in an uncontested election (as defined in the Amendment), each director will be elected by a majority of the votes cast. The Amendment further provides that, in a contested election, the directors will be elected by a plurality of the votes cast.

The Amendment also implements a director resignation policy, which provides that in an uncontested election for directors, any incumbent director who fails to receive a majority of votes cast shall promptly submit an offer to resign from the Board, and the Nominating and Governance Committee of the Board shall recommend to the Board whether to accept or reject the offer to resign or any other action. The Board will determine whether to accept or reject any such resignation, or what other action should be taken, and publicly disclose its decision within 90 days from the date of the certification of election results.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed herewith as Exhibit 3.1 hereto, and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

The following exhibits are attached with this Current Report on Form 8-K:

Exhibit No.		Exhibit Description
3.1		Amendment to Third Amended and Restated Bylaws of BlueLinx Holdings Inc., dated February 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

		BlueLinx Holdings Inc.
		(Registrant)
Dated: February 6, 2026	By:	/s/ C. Kelly Wall
		C. Kelly Wall
		Senior Vice President, Chief Financial Officer and Treasurer

FAQ

What governance change did BlueLinx Holdings (BXC) announce in this 8-K?

BlueLinx Holdings amended its bylaws to change director election standards and add a resignation policy. Uncontested elections now require a majority of votes cast, and any incumbent director failing to achieve this must offer to resign, subject to board review and public disclosure.

How are BlueLinx (BXC) directors elected after the February 2026 bylaw amendment?

After the amendment, BlueLinx directors in uncontested elections are elected by a majority of votes cast. In contested elections, directors are still chosen by a plurality of votes cast, maintaining the traditional approach when multiple candidates compete for the same board seats.

What is the new director resignation policy at BlueLinx Holdings (BXC)?

In an uncontested election, any incumbent BlueLinx director who fails to receive a majority of votes cast must promptly submit an offer to resign. The Nominating and Governance Committee then recommends action, and the board decides whether to accept or reject the resignation or take other steps.

How long does BlueLinx’s board have to decide on a director’s resignation offer?

BlueLinx’s board must decide whether to accept or reject a director’s resignation offer, or take other action, within 90 days after certification of the election results. The company will then publicly disclose the board’s decision, increasing transparency around shareholder voting outcomes.

When did BlueLinx Holdings (BXC) approve its bylaw amendment on director elections?

BlueLinx Holdings’ board approved the amendment to its Third Amended and Restated Bylaws on February 3, 2026. The changes, including the majority voting standard in uncontested elections and the related director resignation policy, became effective as of that same date.

Where can investors see the full text of BlueLinx’s amended bylaws?

Investors can review the full text of the bylaw amendment in Exhibit 3.1 to the 8-K. That exhibit contains the complete language implementing the majority voting standard, contested election rules, and the new director resignation policy adopted on February 3, 2026.