---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-25-077841"
form_type: "8-K"
ticker: "BLDR"
cik: "0001316835"
company_name: "Builders FirstSource, Inc."
filed_at: "2025-05-27T23:59:59+00:00"
generated_at: "2026-05-20T10:18:01.299144+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Builders FirstSource shareholders approve board declassification and officer liability limits

## Summary
- Stockholders approved declassifying the Board of Directors; amendment filed with Delaware on May 27.
- Officer liability limit approved as permitted by Delaware law.
- Proposal to remove board size cap rejected; 64.8M against vs 38.7M for.
- All three director nominees elected; advisory 'say-on-pay' passed with 89.9M votes.
- Ratification of PwC as auditor for 2025 approved with 94.8M votes.

## SEC filing metadata
- accession: 0000950170-25-077841
- form_type: 8-K
- ticker: BLDR
- cik: 0001316835
- company_name: Builders FirstSource, Inc.
- filed_at: 2025-05-27T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1316835/000095017025077841/0000950170-25-077841-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1316835/000095017025077841/bldr-20250527.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-25-077841
- JSON: https://secwatch.observer/filing/0000950170-25-077841.json
- Plain text: https://secwatch.observer/filing/0000950170-25-077841.txt

## Key facts
- Governance Changes
  Builders FirstSource, Inc.: The Board approved amendments to the Amended and Restated By-laws to declassify the Board of Directors, effective concurrently with the charter amendments (effective 2025-05-27).
  - Change: bylaw amendment
  - Effective: 2025-05-27
  source text: Additionally, the Board approved amendments to the Company’s Amended and Restated By-laws (the “By-laws”), which became effective concurrently with the effectiveness of the Amended and Restated Certificate of Incorporation. The By-laws were amended and restated to declassify the Company’s Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1316835/000095017025077841/0000950170-25-077841-index.htm
- Governance Changes
  Builders FirstSource, Inc.: Stockholders approved amendments to the Amended and Restated Certificate of Incorporation to declassify the Board of Directors and to limit the liability of certain officers as permitted by Delaware law (effective 2025-05-27).
  - Change: charter amendment
  - Effective: 2025-05-27
  source text: On May 27, 2025, the stockholders of Builders FirstSource, Inc. (“Builders FirstSource” or the “Company”) at its 2025 annual meeting of stockholders (the “Annual Meeting”) approved amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) to declassify the Company’s Board of Directors (the “Board”) and to limit the liability of certain officers as permitted by Delaware law.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1316835/000095017025077841/0000950170-25-077841-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.