In its latest shot across the bow, QXO Inc. (NYSE: QXO), Greenwich, Conn., has informed Beacon Roofing Supply Inc. (Nasdaq: BECN) that it will propose 10 independent director nominees at Beacon’s 2025 Annual Meeting of Shareholders to replace Beacon’s Board of Directors.
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“We are proposing a slate of high-caliber, independent director nominees who are astute at delivering value to shareholders of large public companies. If elected, our nominees would give Beacon’s shareholders a direct voice in advocating for an independent evaluation of QXO’s proposal,” said Brad Jacobs, CEO of QXO.
On Jan. 27, 2025, QXO commenced a hostile bid to purchase all outstanding shares of Beacon for $124.25 per share in cash for an aggregate enterprise value of $11 billion. QXO’s tender offer will be outstanding until midnight ET on Feb. 24, 2025. QXO said it has received antitrust clearance for the acquisition in the U.S. and Canada and is prepared to complete it after the offer expires, subject to the terms of the offer.
On Feb. 6, 2025, the Beacon Board issued a formal recommendation urging shareholders not to accept the offer.
Beacon reported it received notice from QXO that it had nominated the 10 individuals to stand for election at the company’s 2025 Annual Meeting.
“QXO’s director nominations appear to be an attempt to pressure Beacon’s Board into accepting an unchanged offer price that significantly undervalues Beacon’s prospects for growth and value creation, which the Board previously rejected,” Beacon said in a statement. “The Board remains open to considering all opportunities to maximize shareholder value, and Beacon look forward to sharing more on its future growth plans and 2028 long-term financial targets.”
QXO’s nominees for Beacon’s Board of Directors are:
- Sheree Bargabos, who previously served as president, roofing and asphalt, for Owens Corning (NYSE: OC), a manufacturer of building and composite material systems
- Paul Camuti, a former executive vice president and chief technology and sustainability officer of Trane Technologies plc (NYSE: TT), an HVAC and refrigeration solutions provider for residential, commercial and industrial markets
- Karel Czanderna, former president, CEO and a board director of Flexsteel Industries Inc. (Nasdaq: FLXS), a supplier of residential furniture
- Jonathan Foster, founder and a managing director of Current Capital Partners, an independent advisory and merchant banking firm
- Mauro Gregorio, former president of Performance Materials & Coatings at Dow Inc. (NYSE: DOW)
- Michael Lenz, former CFO of FedEx Corp. (NYSE: FDX)
- Teresa May, president and owner of H+G Advisory, LLC and an advisor for portfolio operations at private equity firm KPS Capital Partners
- Stephen Newlin, the former president, CEO and chairman of the board of Univar Solutions Inc. (NYSE: UNVR), a global chemicals distributor
- Joseph Reitmeier, former CFO of Lennox International Inc. (NYSE: LII), a global manufacturer of residential and commercial climate control solutions and refrigeration systems
- Wendy Whiteash, former executive vice president, integration and strategic priorities for US LBM Holdings, LLC, a distributor of roofing, siding, windows, doors, decking and engineered components
