Builders FirstSource Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

Builders FirstSource, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting

of Stockholders and

2024 Proxy Statement

The Annual Meeting of Stockholders

of Builders FirstSource, Inc. will be held:

Tuesday, June 4, 2024 at 9:00 a.m. local time

6031 Connection Drive

Irving, Texas 75039

A MESSAGE TO OUR STOCKHOLDERS

To Our Fellow Stockholders,

Our scale, distribution footprint, and trusted partnership with customers positions us as one of the premier solutions providers to homebuilders. We are focused on helping to address industry pain points and improve homebuilding efficiency by investing in value-added products and digital solutions. Our strong financial position provides us with the flexibility to invest for profitable growth and deliver long-term shareholder value.

2023 Results Demonstrated Our Strength

Despite a challenging operating environment, including affordability headwinds due to elevated interest rates, we delivered resilient results highlighted by a double-digit EBITDA margin in the high teens and robust free cash flow. We accomplished this through operational rigor, the strength of our broad product portfolio, and by the continued execution of our strategic plan by our nearly 29,000 team members. Our industry-leading distribution footprint, end market diversity, and investments in value-added capacity continue to support our organic growth. Our innovation is a key competitive advantage that creates value for homebuilders, capturing additional wallet share with current and prospective customers. We continue to drive operational improvements across the business as demonstrated by our $175 million in productivity savings in 2023. This year’s results further validate our position as the easiest company to do business with.

We are differentiated as the only provider of an end-to-end digital platform in the industry, which we believe is a game changer as it will bring efficiency to the homebuilding process, saving time and money for our customers and their clients. We launched our platform earlier this year and are confident in our ability to generate value from our digital solutions and meet our target of $200 million of incremental digital revenue by the end of 2024 and $1 billion by 2026 as we grow wallet share and win new customers.

Focused on Shareholder Returns

Our Board of Directors and management team are focused on maximizing shareholder returns through strong free cash flow generation and disciplined capital allocation. We are making high-return organic investments in manufacturing automation and capacity to grow our value-added mix and improve operational efficiency. We also continue to pursue strategic tuck-in M&A, and in 2023, we completed seven tuck-in acquisitions with aggregate 2022 sales of approximately $540 million to expand our footprint into high-growth geographies and enhance our value-added offerings.

We are also returning capital to shareholders through opportunistic share buybacks. We repurchased $1.8 billion of shares in 2023 and have repurchased more than 42% of our outstanding shares since August 2021. Our efforts to maximize shareholder value resulted in a remarkable 157.3% total shareholder return in 2023.

Committed to Our Team Members and Corporate Social Responsibility

Our people-first culture is a key contributor to our leading position as we attract, train, and retain the best talent in the industry and possess a field leadership team with more than 30 years of average experience. Safety is our number one priority, and in 2023 we implemented a number of new safety processes and features, helping drive a 30% annual improvement in our recordable incident rate and once again beating our 10% annual reduction target.

In 2023, we undertook a team member engagement survey, which showed an 80% favorability rating. We are committed to maintaining engagement with our team members and enhancing their experience at Builders FirstSource.

We are also making meaningful progress on our corporate sustainability journey. Last year, we reported our Scope 1 and 2 greenhouse gas emissions for the first time and continue to drive our sustainability initiatives in a manner that benefits our customers, team members, and stakeholders.

We invite you to attend the annual meeting of stockholders of Builders FirstSource, Inc., which will take place at 6031 Connection Drive, Irving, Texas 75039, on Tuesday, June 4, 2024, at 9:00 a.m. local time. Details of the business to be conducted at the annual meeting follow. Your vote is important to us. Even if you intend to join us in person, we encourage you to vote in advance, so we will know we have a quorum of stockholders for the meeting. When you vote in advance, please also indicate your intention to personally attend the annual meeting. See the Question and Answer section on page three of the Proxy Statement for instructions should you plan to attend in person.

On behalf of the Board of Directors and the executive management team, we would like to express our appreciation for your continued interest in the affairs of Builders FirstSource and ask for your support of management at this year’s annual meeting.

6031 Connection Drive, Irving, Suite 400, Texas 75039

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

The annual meeting of stockholders of Builders FirstSource, Inc. will take place at 6031 Connection Drive, Irving, Texas 75039, on Tuesday, June 4, 2024, at 9:00 a.m. local time, for the purpose of considering and acting upon the following:

(1)

The election of directors;

(2)

An advisory vote on the compensation of the named executive officers;

(3)

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year 2024; and

(4)

Any other business that may properly be brought before the annual meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 12, 2024 will be entitled to vote at the meeting.

Directions to be able to attend the meeting and vote in person may be obtained by contacting the Corporation’s legal department at (214) 880-3500.

By Order of the Board of Directors,

Timothy D. Johnson

Corporate Secretary

April 24, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 4, 2024: The Proxy Statement and the 2023 Annual Report on Form 10-K are available at www.proxydocs.com/BLDR and at www.bldr.com.

IMPORTANT:

Please see the Question and Answer section on page 3 of this Proxy Statement for instructions on what you need to do to attend the annual meeting in person. Please note that the doors to the annual meeting will open at 8:30 a.m. and will close promptly at 9:00 a.m. Whether or not you expect to personally attend, we urge you to vote your shares at your earliest convenience to ensure the presence of a quorum at the meeting. Promptly voting your shares via the internet, by telephone via toll-free number, or, if you elect to receive your proxy materials by mail, by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided, will save us the expense and extra work of additional proxy solicitation. Because your proxy is revocable at your option, submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so. Please refer to the voting instructions included on the Notice Regarding the Availability of Proxy Materials, proxy card, or voting instructions forwarded by your bank, broker, or other stockholder of record, as applicable.

Table of Contents