Beacon adopts poison pill to block QXO's unsolicited tender offer

BEACON ROOFING SUPPLY INC

Rights Agreement adopted Jan 27; one Right per share to holders of record Feb 7, 2025.
Rights trigger at 15% beneficial ownership (20% for passive investors).
Exercise price $640; upon trigger, holders can buy stock at 50% discount.
Board rejects QXO's offer as undervaluing; formal recommendation within 10 business days.
Rights expire Jan 26, 2026 unless extended with stockholder approval.

item 1.01 item 3.03 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BEACON ROOFING SUPPLY INC: Adoption of Certificate of Designation for Series A Junior Participating Preferred Stock in connection with a stockholder rights agreement (effective 2025-01-28).

Change: charter amendment
Effective: 2025-01-28

Exact text from the filing

The Board approved a Certificate of Designation of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 62,000 shares of a series of the Company’s preferred stock, par value $0.01 per share, designated as Series A Junior Participating Preferred Stock.

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Source: SEC EDGAR

accession 0001193125-25-013889

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