ufp8k_07132011.htm - Generated by SEC Publisher for SEC Filing

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

 

Date of Report:  July 12, 2011

 

 

UNIVERSAL FOREST PRODUCTS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Michigan

00-22684

38-1465835

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

2801 East Beltline, N.E.

Grand Rapids, Michigan

 

 

49525

(Address of principal executive office)

 

(Zip Code)

 

Registrant's telephone number, including area code: (616) 364-6161

 

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:

 

£         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)).

 


 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(b)        Departure of Directors or Certain Officers

 

As previously announced in a Form 8-K filed with the Securities and Exchange Commission (SEC) on June 21, 2011, Universal Forest Products, Inc. (the "Company") accepted the resignation of its Chief Executive Officer, Michael B. Glenn, on June 20, 2011.  Mr. Glenn agreed to remain with the Company while the Company's Board of Directors completed an evaluation process to select a new CEO.  As disclosed below, the Company has appointed a new CEO effective July 13, 2011, and therefore Mr. Glenn's service as CEO of the Company ended on such date.

 

 (c)       Appointment of Certain Officers

 

Effective July 13, 2011, Mr. Matthew J. Missad, age 50, was appointed CEO of the Company.  Mr. Missad joined the Company full-time in 1985 and held various positions until his appointment as Executive Vice President, General Counsel, and Secretary to the Board of Directors 1996, which positions he held until his appointment to CEO. Mr. Missad is a cum laude graduate of Thomas M. Cooley Law School and a magna cum laude graduate of Hope College. He earned his CPA Certificate of Examination in 1984.  

 

There is no family relationship between Mr. Missad and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K. 

 

The information contained in Item 5.02(e) below pertaining to Mr. Missad is incorporated in this Item 5.02(c) by reference.

 

(d)       Appointment of Directors

 

In connection with his appointment as CEO of the Company, Mr. Missad was also appointed to the Board of Directors of the Company effective July 13, 2011. 

 

There is no arrangement or understanding between Mr. Missad and any other person pursuant to which Mr. Missad was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K. 

 

The information contained in Item 5.02(e) below pertaining to Mr. Missad is incorporated in this Item 5.02(d) by reference.

 

(e)        Compensatory Arrangements of Certain Officers

 

In connection with Mr. Missad's appointment as CEO, his base salary was increased to $500,000 per year.  In addition, he will be eligible to receive 20% of the corporate business unit bonus pool prorated for 2011 pursuant and subject to the terms and conditions of the Company's Performance Bonus Plan.

 

 


 

 

Item 9.01.

Financial Statements and Exhibits

 

(d)       Exhibits

 

Exhibit 99.1    Press Release issued July 13, 2011.

 

 

 

 


 

 

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 thereunto duly authorized.

 

 

Dated:  July 13, 2011

UNIVERSAL FOREST PRODUCTS, INC.

 

(Registrant)

 

 

 

 

 

 

 

By:

/s/ Michael R. Cole

 

 

Michael R. Cole

 

 

Principal Financial Officer and Treasurer

 

 


 
ufp8k_071311ex99.htm - Generated by SEC Publisher for SEC Filing

 

Exhibit 99.1

 

UFP-Green  

 


news release

---------------AT THE COMPANY---------------

Lynn Afendoulis                                                                          

Director, Corporate Communications

616/365-1502                                         

FOR IMMEDIATE RELEASE

Wednesday, July 13, 2011

 

 

Universal Announces Appointment of Matthew J. Missad to CEO

 

GRAND RAPIDS, Mich., July 13, 2011 – Universal Forest Products, Inc., today announced that Matthew J. Missad, former executive vice president and general counsel, has been appointed chief executive officer of the Company. The appointment was approved yesterday by the Company’s Board of Directors and is effective immediately. Missad succeeds Michael B. Glenn, who tendered his resignation in June 2011 for personal reasons.

 

“Matt has proven his leadership abilities, strategic acumen and business skills in innumerable ways in 26 years at Universal, and I think he’s the perfect person for the job,” said Chairman William G. Currie. “It is personally and professionally rewarding to me that a board of esteemed independent members selected a man I’ve worked with and mentored for decades, and someone in whom I have the highest confidence and respect. We considered a number of excellent candidates and many criteria, and the board unanimously decided that Matt is the person to lead Universal to new levels of success and opportunity.”

 

Added Dan Dutton, the Board’s lead independent director: “Matt will lead a distinguished team that includes President and COO Pat Webster and CFO Mike Cole, a powerful group that will take Universal solidly into the future. Matt’s qualifications are substantial, his experience with and involvement in the company’s growth have been critical and inspirational, and his desire and motivation to lead are indisputable. He is the right person to lead the Company with his team of distinguished industry professionals.”

--more--

 

 


 

Universal Forest Products, Inc.

Page 2

 

Missad started with the Company as a high school student working part time on its maintenance crew. His work at Universal allowed him to put himself through law school. He joined the Company full time in 1985 as manager of legal compliance and advanced through a number of successive positions. He was appointed executive vice president, general counsel and secretary of the board in 1996, holding those positions until his appointment to CEO. Missad is a cum laude graduate of Thomas M. Cooley Law School and a magna cum laude graduate of Hope College. He earned his CPA Certificate of Examination in 1984. 

 

He becomes the fifth CEO in the Company’s 56-year-history, following William Grant Sr., Peter F. Secchia, William G. Currie and Michael B. Glenn.

 

“I am humbled and honored by the board’s decision and pledge to them, to our shareholders, our people and our customers to devote my best efforts to growing the profitability of Universal Forest Products,” Missad said. “Universal gave me my start and opened doors of opportunity for me, and I intend to create an exciting environment with similar opportunities for our hard-working employees, while giving back to the company and its stakeholders. I look forward to working with the best team in the industry on setting and achieving high goals.”

 

UNIVERSAL FOREST PRODUCTS, INC.

Universal Forest Products, Inc. is a holding company that provides capital, management and administrative resources to subsidiaries that design, manufacture and market wood and wood-alternative products for DIY/retail home centers and other retailers, structural lumber products for the manufactured housing industry, engineered wood components for residential and commercial construction, specialty wood packaging and­­­ components for various industries, and forming products for concrete construction. The Company's consumer products subsidiary offers a large portfolio of outdoor living products, including wood composite decking, decorative balusters, post caps and plastic lattice. Its lawn and garden group offers an array of products, such as trellises and arches, to retailers nationwide. Universal’s subsidiaries also provide framing services for the site-built construction market. Founded in 1955, Universal Forest Products is headquartered in Grand Rapids, Mich., with operations throughout North America. For more about Universal Forest Products, go to www.ufpi.com.

 

Please be aware that: Any statements included in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on the beliefs of the Company's management as well as on assumptions made by,
and information currently available to, the Company at the time such statements were made. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially from forward-looking statements are the following: adverse lumber market trends, competitive activity, negative economic trends, government regulations and weather. Certain of these risk factors and additional information are included in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission.

 

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