Summit Materials LLC (SUM) 2017年年度報告「NYSE」.pdf

1、DOLLARS(IN THOUSANDS)ADJ.EBITDAOPERATING INCOMENET REVENUEGROWTH BY THE NUMBERS*With strong leadership,consistent growth and dedication to our em-ployees,Summit Materials,including its subsidiaries,now operates with more than 6,000 employees.6,000EMPLOYEES STRONGWith locations in 22 states and one C

2、anadian province,SUM is able to provide materials to a large geo-graphic customer base,as well as improve our production and delivery efficiencies.22+1LOCATION DIVERSITYThe core competency of SUM is our ability to provide the materials our customers demand.Through more than 60 acquisitions since 200

3、9,we have increased our footprint and paved the way for our future.60+A C Q U I S I T I O N S*Please see the caption“Non-GAAP Financial Measures”at the back of this Annual Report.$0$50,000$100,000$150,000$200,000$250,000$300,000$350,000$400,000$450,000+29%+17%+15%+43%201520162017$0$200,000$400,000$6

4、00,000$800,000$1,000,000$1,200,000$1,400,000$1,600,000$1,800,000+15%+18%+17%201520162017DOLLARS(IN THOUSANDS)We delivered an exceptional performance last year,further solidifying our position as one of the most compelling growth stories in the building materials sector.During 2017,we continued to ex

5、ecute on our strategic objective to become the leading vertically-integrated heavy materials company in North America,driven by the acquisition of complementary regional assets and targeted investments to drive organic growth throughout our business.Since inception in 2009,Summit has grown to become

6、 one of the top 10 largest suppliers of aggregates in the United States,while building a leadership position with our cement production and distribution assets along the Mississippi River corridor.Exiting the year,we owned more than 3.3 billion tons of long-lived aggregates reserves in 22 states and

7、 in British Columbia,creating a diverse geographic footprint that emphasizes strong,materials-based leadership positions in well-structured markets.Our decentralized model has enabled us to cultivate deep,long-term relationships with local customers,even as we continue to realize the benefits of sca

8、le afforded by a large efficient organizational structure.Our revenue mix spans across residential,commercial and public end markets,providing balanced diversification across multiple geographies and end markets while positioning us for sustained growth through the construction cycle.For the full-ye

9、ar 2017,we reported record results across all key financial performance indicators.Net revenue,operating income,net income and Adjusted EBITDA all increased from the prior year,driven by strong demand in our core markets,disciplined cost management,acquisition-related contributions and a continued f

10、ocus on operational excellence,which remains grounded in a work culture that puts safety first in all that we do.Our long-term focus remains driving sustained margin expansion through stable price and volume growth,across all lines of business,while generating increasing levels of free cash flow to

11、support strategic investments that meet or exceed our return thresholds.We had a highly successful year on the development front,as evidenced by the completion of a record 14 acquisitions for a combined purchase price of approximately$420 million.With more than 60 transactions completed since 2009,w

12、e have continued to acquire quality,materials-based assets in what remains a fragmented industry,while creating significant value for our shareholders.Entering 2018,our pipeline of acquisition targets remains active,with multiple transactions in diligence.We estimate that our industry across all lin

13、es of business throughout the United States includes thousands of private and public companies with combined revenues in excess of$100 billion,providing a target-rich environment for years to come.While acquisition-related growth remains an integral part of our narrative,our ability to integrate and

14、 improve the profitability of those assets is critical to driving value creation in our business.Sophisticated pricing analytics,procurement synergies and advanced IT systems are just a few of the many resources that we utilize to enhance the performance of acquired companies,while continuing to lev

15、erage their local customer relationships and in-depth understanding of the markets they serve.In 2018,we expect that nearly half of our estimated capital spending will be allocated toward organic growth projects.We have a positive outlook for the business entering 2018,supported by strong underlying

16、 fundamentals in our core markets.Residential and non-residential demand continues to accelerate in our larger geographic markets,with single family housing starts and months of inventory well below peak levels.Several of our largest public markets appear poised for an acceleration in 2018,benefitin

17、g from increased state and local funding measures.Coming off a record year,our cement segment is well positioned for another strong performance,with favorable market conditions along the Mississippi River corridor and opportunity for improved growth at average selling prices.The recent passage of fe

18、deral tax reform is a significant development for our business,one that we expect to substantially contribute to free cash flow,including more than a$200 million reduction in our estimated Tax Receivable Agreement liability.On balance,we are optimistic about the opportunities for growth in the year

19、ahead.As a valued shareholder,we appreciate your continued support as,together,we build the leading heavy materials business in North America.We look forward to updating you on our continued progress in the years ahead.Sincerely,HOWARD L.LANCE CHAIRMAN OF THE BOARD OF DIRECTORSSUMMIT MATERIALS,INC.T

20、o Our Valued Investors:A LETTER FROM THE CHAIRMANIn our third year as a public company,Summit Materials generated record full-year results,driven by our vision to become the leading vertically-integrated heavy materials company in North America.Our strategy continues to leverage both the benefits of

21、 our unique decentralized organization,which serves local customer needs,with the benefits of scale we realize as a national player.Our approach embraces vertical integration across the supply chain,with an emphasis on owning long-lived cement and aggregates assets in well-structured markets,where w

22、e hold leading positions,combined with downstream products businesses that we are able to self-supply.We believe that our vertically integrated,decentralized model is a key competitive advantage that positions Summit for industry-leading growth as we look to the future.Underpinning our long-term gro

23、wth strategy is our commitment to operational excellence.Operational excellence is directly tied to how we serve our key stakeholders,from our employees and customers to the communities where we operate.At Summit,operational excellence begins with a culture that values safety above all else.Safety i

24、s not simply a priority at Summit Materials;it is a core value that defines how we operate.Our people are regularly trained in industry best practices.Our facilities are continuously monitored for environmental compliance and everyone in the organization,from our Board of Directors and senior leader

25、ship team to the teams in the field,realize we have committed ourselves to“doing well by doing right.”To that end,I want to recognize the efforts of our RK Hall subsidiary in North Texas,which recently surpassed 4 million man hours with no lost time incidents.Since our IPO,Summit has developed into

26、one of the most prolific growth companies in the materials sector.Between 2015 and year-end 2017,total net revenue,operating income and Adjusted EBITDA grew by 36%,64%and 52%,respectively.Through price and volume growth combined with disciplined cost management,gross profit margin increased from 34.

27、3%in 2015,to 37.1%in 2017.We had strong free cash flow in 2017,improving our ability to self-fund growth-related investments.Notably,we achieved this full-year performance despite historic flooding related to Hurricane Harvey,which impacted our single largest metro market,Houston,in the back half of

28、 2017.The recent passage of the Tax Cuts and Jobs Act is a significant,positive development for Summit.Due to a lower statutory federal corporate tax rate,we have reduced the value of our deferred tax assets,as well as the estimated amount we are required to pay under our Tax Receivable Agreement(“T

29、RA”).Post tax reform,we estimate that the value of our TRA liability has been reduced by 40%to$332 million,with the first significant TRA payment projected to commence around 2026,six years later than our estimate prior to tax reform.Simply put,not only do we expect to pay no federal income taxes fo

30、r the foreseeable future,but we also expect to have no meaningful TRA payments for eight years.We completed a record 14 bolt-on acquisitions last year,expanding our presence in Texas,the Midwest and the southeastern United States.Approximately two-thirds of the transactions completed in 2017 include

31、d aggregates reserves,further weighting our exposure to materials-facing businesses.Looking ahead to 2018,we anticipate another busy year,with a strong pipeline of acquisition targets currently under evaluation.While several large deals transacted in our sector last year,at valuations we deemed to b

32、e elevated,we continue to acquire small-to-medium sized businesses at multiples that allow us to create value for our shareholders.From an organic growth perspective,profit-improvement projects represented approximately one-quarter of our capital expenditure budget in 2017.In 2018,we anticipate that

33、 approximately one-half of our capital expenditures will be directed toward profit-improvement projects,including the completion of a new aggregates plant in Vancouver,an upgraded cement terminal along the Mississippi River,a new aggregates plant in Georgia and a new asphalt plant in Northeast Texas

34、.In summary,Summit has considerable momentum entering 2018.Our largest private residential end-markets,such as those in Texas and the intermountain west,continue to provide evidence of sustained growth in demand,while our public end markets are well positioned to take advantage of growth in federal

35、and state level funding for public infrastructure.We remain well capitalized to support future growth,while continuing to manage net leverage in a prudent and disciplined fashion.Our full-year results are a testament to the efforts of our 6,000+employees.Each day,our people are creating value for ou

36、r customers,our investors and the communities we serve.Our team put forth an exceptional effort last year,and Im looking forward to what we can achieve together in 2018.Sincerely,TOM HILLCHIEF EXECUTIVE OFFICERSUMMIT MATERIALS,INC.To Our Valued Investors:A LETTER FROM OUR CEO23MAR20180214424923MAR20

37、1716212468NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERSTo Be Held on Thursday,May 17,2018The 2018 Annual Meeting of Stockholders(the Annual Meeting)of Summit Materials,Inc.(Summit Materials or the Company)will be held at 8:00 a.m.,Eastern Time,on Thursday,May 17,2018,at the offices of the Companys s

38、ubsidiary,Hinkle Contracting Company,LLC,located at101 Helm St.,Suite 110,Lexington,Kentucky 40505 for the following purposes:1.To elect the two nominees for director named in the attached Proxy Statement to serveuntil the 2021 Annual Meeting of Stockholders and until their respective successors are

39、 electedand qualified;2.To ratify the appointment of KPMG LLP(KPMG)as our independent registered publicaccounting firm for our fiscal year ending December 29,2018;3.To approve,on a nonbinding advisory basis,the compensation of our named executiveofficers(NEOs),as disclosed in the Proxy Statement;and

40、4.To transact such other business as may properly come before the Annual Meeting or anyadjournment or postponement thereof.Our Board of Directors recommends you vote(i)FOR the election of each of the nominees tothe Board;(ii)FOR the ratification of the appointment of KPMG as our independent register

41、ed publicaccounting firm;and(iii)FOR the approval,on a nonbinding advisory basis,of the compensation of ourNEOs,as disclosed in the Proxy Statement.The Board of Directors has fixed March 19,2018 as the record date for determining stockholdersentitled to receive notice of,and to vote at,the Annual Me

42、eting or any adjournment or postponementthereof.Only stockholders of record at the close of business on that date will be entitled to notice of,andto vote at,the Annual Meeting.By Order of the Board of DirectorsAnne Lee BenedictExecutive Vice President,Chief Legal Officer and SecretaryDenver,Colorad

43、oMarch 30,201823MAR201802144249PROXY SUMMARYThe following description is a summary that highlights certain information in the Proxy Statement.Youshould read the entire Proxy Statement carefully before voting.Your vote is important.Whether or notyou plan to attend the Annual Meeting,we encourage you

44、to vote your shares promptly.ANNUAL MEETINGDATE:May 17,2018TIME:8:00 a.m.,Eastern TimeLOCATION:The offices of the Companys subsidiary,Hinkle Contracting Company,LLC,located at101 Helm St.,Suite 110,Lexington,Kentucky 40505BUSINESS HIGHLIGHTSHighlights of our 2017 business achievements included the f

45、ollowing:Full-year organic sales volumes of aggregates increased 3.4%.Full-year organic sales volumes of cement increased 5.8%.Full-year net income increased 331.2%to$121.83 million.Full-year operating income increased 42.8%to$220.9 million.Full-year adjusted EBITDA*increased 17.4%to$435.8 million.*

46、See Reconciliation of Non-GAAP Measure to GAAP on Annex A.For a more detailed discussion on our financial performance,see our combined Annual Report toStockholders and Annual Report on Form 10-K for the year ended December 30,2017(the 2017 AnnualReport),available at .STOCKHOLDER ACTIONS1You will fin

47、d important information about the qualifications of each of our director nominees beginning onpage 9.Our Board of Directors(Board)recommends that you vote FOR each of the followingdirector nominees.NamePrincipal OccupationHoward L.LancePresident and Chief Executive Officer of MaxarTechnologies Ltd.A

48、nne K.WadeFormer Senior Vice President and Director of CapitalInternational,a part of the Capital Group CompaniesWe are seeking ratification of the appointment of KPMG to serve as our independent registered publicaccounting firm for 2018 as set forth in Item 2 on page 19.Our Board recommends that yo

49、u vote FORthe ratification.Our stockholders have the opportunity to cast a nonbinding advisory vote on the compensation of ourNEOs,as set forth in Item 3 on page 25.Last year,stockholders representing approximately 96%of thevotes cast approved our executive compensation program for our NEOs.In evalu

50、ating this say on payproposal,we recommend you review our Compensation Discussion and Analysis beginning on page 28,which explains how and why our Compensation Committee arrived at the compensation actions anddecisions for 2017.Our Board recommends that you vote FOR the approval,on a nonbinding advi

51、sorybasis,of the compensation of our NEOs.2ELECTION OF DIRECTORS(Item 1)RATIFICATION OF THE APPOINTMENT OF KPMG(Item 2)NONBINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NEOs(Item 3)TABLE OF CONTENTSGENERAL INFORMATION.5Outstanding Securities and Quorum.5Internet Availability of Proxy Materials.5Pr

52、oxy Voting.6Voting Standard.6Voting and Attendance at the Annual Meeting.8Revocation.8ITEM 1ELECTION OF DIRECTORS.9Biographical and Related Information of Director Nominees and Continuing Directors.9Nominees for Director Whose Terms Would Expire at the 2021 Annual Meeting.9Directors Whose Terms Expi

53、re at the 2020 Annual Meeting.10Directors Whose Terms Expire at the 2019 Annual Meeting.11Corporate Governance.12ITEM 2RATIFICATION OF APPOINTMENT OF KPMG LLP.19Independent Registered Public Accounting Firm.19AUDIT COMMITTEE REPORT.21BENEFICIAL OWNERSHIP OF SHARES.22ITEM 3NONBINDING ADVISORY VOTE ON

54、 THE COMPENSATION OF OUR NEOs.25COMPENSATION COMMITTEE REPORT.26EXECUTIVE COMPENSATION.27Executive Summary.27Compensation Discussion and Analysis.28Compensation Tables.44Summary Compensation Table.442017 Grants of Plan-Based Awards.45Narrative Disclosure to Summary Compensation Table and Grants of P

55、lan-Based Awards Table.46Outstanding Equity Awards at 2017 Fiscal Year-End.4832017 Option Exercises and Stock Vested.492017 Non-Qualified Deferred Compensation.50Potential Payments Upon Termination or Change in Control.51CEO Pay Ratio.57Director Compensation.58CERTAIN RELATIONSHIPS AND RELATED PERSO

56、N TRANSACTIONS.60SECTION 16(a)BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.65EXPENSES OF SOLICITATION.65OTHER MATTERS.65PROPOSALS OF STOCKHOLDERS.65HOUSEHOLDING:AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND PROXYSTATEMENT.66ANNEX A RECONCILIATION OF NON-GAAP MEASURE TO GAAP.674SUMMIT MATERIALS,INC.PRO

57、XY STATEMENTANNUAL MEETING OF STOCKHOLDERSTo Be Held on Thursday,May 17,2018GENERAL INFORMATIONThe enclosed proxy is solicited by the Board of Directors(the Board)of Summit Materials,Inc.(Summit Materials or the Company)for use at the Annual Meeting of Stockholders(the AnnualMeeting)to be held at 8:

58、00 a.m.,Eastern Time,on Thursday,May 17,2018,at the offices of theCompanys subsidiary,Hinkle Contracting Company,LLC,located at 101 Helm St.,Suite 110,Lexington,Kentucky 40505,and at any adjournment or postponement thereof.Our principal executive offices arelocated at 1550 Wynkoop Street,3rd Floor,D

59、enver,Colorado 80202.This Proxy Statement is first beingmade available to our stockholders on or about March 30,2018.Outstanding Securities and QuorumOnly holders of record of our Class A Common Stock and Class B Common Stock(each suchdesignation having par value$0.01 per share)at the close of busin

60、ess on March 19,2018,the record date,will be entitled to notice of,and to vote at,the Annual Meeting.On that date,we had 111,228,077 sharesof Class A Common Stock outstanding and entitled to vote and 97 shares of Class B Common Stockoutstanding and entitled to vote.Holders of shares of our Class A C

61、ommon Stock and Class B CommonStock vote together as a single class on all matters on which stockholders are entitled to vote generally(except as may be required by law).Each share of Class A Common Stock is entitled to one vote for each director nominee and onevote for each other item to be voted o

62、n at the Annual Meeting.All of the shares of our outstandingClass B Common Stock are currently held by our pre-initial public offering(IPO)investors,includingcertain members of management or their family trusts that directly hold limited partnership interests(theLP Units).A holder of Class B Common

63、Stock is entitled,without regard to the number of shares ofClass B Common Stock held by such holder,to a number of votes that is equal to the aggregate numberof LP Units held by such holder.As of the record date,the total number of LP Units to which the votingpower of the Class B Common Stock relate

64、s was 3,332,266.A majority of the voting power of Class A Common Stock and Class B Common Stock entitled tovote,present in person or represented by proxy,constitutes a quorum for the transaction of business at theAnnual Meeting.Abstentions and broker non-votes will be included in determining the pre

65、sence of aquorum at the Annual Meeting.Internet Availability of Proxy MaterialsWe are furnishing proxy materials to some of our stockholders via the Internet by mailing a Noticeof Internet Availability of Proxy Materials,instead of mailing printed copies of those materials.The Noticeof Internet Avai

66、lability of Proxy Materials directs stockholders to a website where they can access ourproxy materials,including this Proxy Statement and our Annual Report on Form 10-K for the year ended5December 30,2017(the 2017 Annual Report),and view instructions on how to vote via the Internet orby telephone.If

67、 you received a Notice of Internet Availability of Proxy Materials and would prefer toreceive a paper copy of our proxy materials,please follow the instructions included in the Notice ofInternet Availability of Proxy Materials.If you elect to receive our future proxy materials electronically,you wil

68、l receive access to those materials via e-mail unless and until you elect otherwise.Proxy VotingShares that are properly voted via the Internet or by telephone or for which proxy cards areproperly executed and returned will be voted at the Annual Meeting in accordance with the directionsgiven or,in

69、the absence of directions,will be voted in accordance with the Boards recommendations asfollows:FOR the election of each of the nominees to the Board named herein;FOR the ratificationof the appointment of our independent registered public accounting firm;and FOR the approval,on anonbinding advisory

70、basis,of the compensation of our named executive officers(NEOs)as disclosed inthis Proxy Statement.It is not expected that any additional matters will be brought before the AnnualMeeting,but if other matters are properly presented,the persons named as proxies in the proxy card ortheir substitutes wi

71、ll vote in their discretion on such matters.The manner in which your shares may be voted depends on how your shares are held.If you ownshares of record,meaning that your shares are represented by certificates or book entries in your name sothat you appear as a stockholder on the records of Broadridg

72、e Financial Solutions,Inc.(Broadridge),our stock transfer agent,you may vote by proxy,meaning you authorize individuals named in the proxycard to vote your shares.You may provide this authorization by voting via the Internet,by telephone or(ifyou have received paper copies of our proxy materials)by

73、returning a proxy card.In these circumstances,if you do not vote by proxy or in person at the Annual Meeting,your shares will not be voted.If you ownshares in street name,meaning that your shares are held by a bank,brokerage firm,or other nominee,youmay instruct that institution on how to vote your

74、shares.You may provide these instructions by voting viathe Internet,by telephone,or(if you have received paper copies of proxy materials through your bank,brokerage firm,or other nominee)by returning a voting instruction form received from that institution.Voting StandardWith respect to the election

75、 of directors(Item 1),a nominee for director shall be elected to theBoard by a plurality of the votes cast in respect of the shares of common stock present in person orrepresented by proxy at the Annual Meeting and entitled to vote on the election of directors.A pluralityvote requirement means that

76、the director nominees with the greatest number of votes cast FOR,even ifless than a majority,will be elected.You may vote FOR or WITHHOLD with respect to eachnominee.A withhold vote in the election of directors will have the same effect as an abstention.Neither awithhold vote nor a broker non-vote w

77、ill affect the outcome of the election of directors.Broker non-votesoccur when a person holding shares in street name,such as through a brokerage firm,does not provideinstructions as to how to vote those shares and the broker lacks the authority to vote uninstructed sharesat its discretion.Under cur

78、rent New York Stock Exchange(NYSE)interpretations that govern brokernon-votes,Items 1 and 3 are considered non-discretionary matters,and a broker will lack the authority tovote uninstructed shares at its discretion on such proposals.Item 2 is considered a discretionary matter,and a broker will be pe

79、rmitted to exercise its discretion to vote uninstructed shares on the proposal.Thismeans that,if you do not provide voting instructions on Item 2,your broker may nevertheless vote yourshares on your behalf with respect to the ratification of the appointment of KPMG as our independentregistered publi

80、c accounting firm for the fiscal year ending December 29,2018,but cannot vote yourshares on any other matters being considered at the Annual Meeting.624MAR20170132409324MAR20170132493824MAR201701324445For all matters proposed for a vote at the Annual Meeting other than the election of directors(Item

81、 1),the affirmative vote of a majority of the voting power of common stock present in person orrepresented by proxy and entitled to vote on the matter is required to approve the matter.With respect tothe ratification of the appointment of KPMG as our independent registered public accounting firm for

82、 thefiscal year ending December 29,2018(Item 2)and the nonbinding advisory vote on the compensation ofour NEOs(Item 3),you may vote FOR,AGAINST,or ABSTAIN.For these matters,abstentions arenot counted as affirmative votes on a matter but are counted as present at the Annual Meeting andentitled to vot

83、e and will have the effect of a vote against the matter,and broker non-votes,if any,willhave no effect on the outcome of these matters.Voting via the Internet or by telephone helps save money by reducing postage and proxytabulation costs.VOTE BY INTERNETVOTE BY TELEPHONEShares Held of Record:Shares

84、Held of Record:800-690-6903Shares Held in Street Name:Shares Held in Street Name:See Voting Instruction Form24 hours a day/7 days a week24 hours a day/7 days a weekINSTRUCTIONS:INSTRUCTIONS:Read this Proxy Statement.Read this Proxy Statement.Go to the website listed above.Call the applicable number

85、noted above.Have your Notice of Internet Availability ofHave your Notice of Internet Availability ofProxy Materials,proxy card,or votingProxy Materials,proxy card,or votinginstruction form in hand and follow theinstruction form in hand and follow theinstructions.instructions.VOTE BY MAIL.If you have

86、 received paper copies of our proxy materials,you have the option tovote by mail by marking,dating and signing your proxy card or voting instruction form and returning it inthe postage-paid envelope.We encourage you to register to receive all future stockholder communications electronically,instead

87、of inprint.This means that,after you register,access to the annual report,proxy statement,and other correspondencewill be delivered to you via e-mail.7Voting and Attendance at the Annual MeetingIf you own common stock of record,you may attend the Annual Meeting and vote in person,regardless of wheth

88、er you have previously voted by proxy card,via the Internet or by telephone.If youown common stock in street name,you may attend the Annual Meeting,but in order to vote your sharesat the Annual Meeting you must obtain a legal proxy from the bank,brokerage firm,or other nomineethat holds your shares.

89、You should contact your bank or brokerage account representative to learn how toobtain a legal proxy.We encourage you to vote your shares in advance of the Annual Meeting by one ofthe methods described above,even if you plan on attending the Annual Meeting.If you have already votedprior to the Annua

90、l Meeting,you may nevertheless change or revoke your vote at the Annual Meeting asdescribed below.Only stockholders as of the record date(March 19,2018)are entitled to attend theAnnual Meeting in person.If you own common stock of record,your name will be on a list and you willbe able to gain entry w

91、ith a government-issued photo identification,such as a drivers license,state-issuedidentification card,or passport.If you own common stock in street name,in order to gain entry you mustpresent a government-issued photo identification and proof of beneficial stock ownership as of the recorddate,such

92、as your Notice of Internet Availability of Proxy Materials,a copy of your proxy card or votinginstruction form if you received one,or an account or brokerage statement or other similar evidenceshowing stock ownership as of the record date.If you are a representative of an entity that owns commonstoc

93、k of the Company,you must present a government-issued photo identification,evidence that you arethe entitys authorized representative or proxyholder and,if the entity is a street name owner,proof of theentitys beneficial stock ownership as of the record date.If you are not a stockholder,you will be

94、entitled to admission only if you have a valid legal proxyfrom a record holder and a government-issued photo identification.Each stockholder may appoint onlyone proxyholder or representative to attend on his or her behalf.You can find directions to the Annual Meeting at investors.summit- devices and

95、 other electronic devices are prohibited at the Annual Meeting.RevocationIf you own common stock of record,you may revoke your proxy or change your voting instructionsat any time before your shares are voted at the Annual Meeting by delivering to the Secretary of theCompany a written notice of revoc

96、ation or a duly executed proxy(via the Internet or telephone or byreturning a proxy card)bearing a later date or by attending the Annual Meeting and voting in person.Astockholder owning common stock in street name may revoke or change voting instructions by contactingthe bank,brokerage firm or other

97、 nominee holding the shares or by obtaining a legal proxy from suchinstitution and voting in person at the Annual Meeting.Important Notice Regarding the Availability of Proxy Materials for the Summit Materials,Inc.Annual Meeting of Stockholders to be Held on Thursday,May 17,2018This Notice,our Proxy

98、 Statement,and our combined Annual Report and Annual Report onForm 10-K for the year ended December 30,2017 are available at 8ITEM 1ELECTION OF DIRECTORSOur Board currently has eight seats,divided into three classes:Class I,Class II and Class III.Each class consists,as nearly as possible,of one-thir

99、d of the total number of directors.Our Class I directors are Thomas W.Hill,Joseph S.Cantie and Neil P.Simpkins,and theirterms will expire at the 2019 Annual Meeting.Our Class II directors are Ted A.Gardner,John R.Murphy and Steven H.Wunning,andtheir terms will expire at the 2020 Annual Meeting.Our C

100、lass III directors are Howard L.Lance and Anne K.Wade,and their terms will expireat this Annual Meeting.The Board proposes that Mr.Lance and Ms.Wade be reelected to Class III for new terms ofthree years each.Each nominee for director will,if elected,continue in office until the 2021 AnnualMeeting an

101、d until the directors successor has been duly elected and qualified,or until the earlier of thedirectors death,resignation or removal.The proxy holders named on the proxy card intend to vote theproxy(if you are a stockholder of record)for the election of each of these nominees,unless you indicateon

102、the proxy card that your vote should be withheld for any of the nominees.Under Securities andExchange Commission(SEC)rules,proxies cannot be voted for a greater number of persons than thenumber of nominees named.Each nominee has consented to be named as a nominee in this Proxy Statement and to serve

103、 ifelected.If any nominee is not able to serve,proxies will be voted in favor of the other nominees and maybe voted for a substitute nominee,unless the Board chooses to reduce the number of directors serving onthe Board.THE BOARD RECOMMENDS A VOTE FOR EACH NOMINEE.Biographical and Related Informatio

104、n of Director Nominees and Continuing DirectorsThe principal occupations and certain other information about our director nominees and ourcontinuing directors(including the skills and qualifications that led to the conclusion that they should serveas directors)are set forth below.The age shown below

105、 for each director is as of May 17,2018,which isthe date of the Annual Meeting.Nominees for Director Whose Terms Would Expire at the 2021 Annual MeetingThe Board has nominated two directors to be elected at the Annual Meeting to serve forthree-year terms ending with the 2021 Annual Meeting of Stockh

106、olders and until a successor is dulyelected and qualified,or until the earlier of the directors death,resignation or removal.Each nominee iscurrently a director of the Company and has agreed to serve if elected.Howard L.Lance,62,began to serve on the Board in October 2012 and was formally elected as

107、 adirector and Chairman in February 2013.He has served as President and Chief Executive Officer of Maxar9Technologies Ltd.(Maxar),formerly known as MacDonald,Dettwiler and Associates Ltd.,a globalcommunications and information company,since May 2016.Mr.Lance also sits on Maxars board ofdirectors.Pri

108、or to joining Maxar,Mr.Lance was an Executive Advisor to The Blackstone Group L.P.(Blackstone)and as part of his duties as such,he served on the boards of certain Blackstone portfoliocompanies.He is also a director of Change Healthcare,Inc.He was Chairman of the Board of Directors,President and Chie

109、f Executive Officer of Harris Corporation from 2003 to 2011.Before joining HarrisCorporation,Mr.Lance was president of NCR Corporation and Chief Operating Officer of its Retail andFinancial Group.Previously,he spent 17 years with Emerson Electric Co.,where he held seniormanagement positions includin

110、g Executive Vice President of its Electronics and Telecommunicationssegment,Chief Executive Officer and director of its Astec electronics subsidiary in Hong Kong,GroupVice President of its Climate Technologies segment and President of its Copeland Refrigeration division.Mr.Lance has a Bachelor of Sc

111、ience degree in Industrial Engineering from Bradley University and aMaster of Science degree in Management from the Krannert School of Management at Purdue University.In nominating Mr.Lance for reelection as a director,the Board considered Mr.Lances significantmanagement and operational experience f

112、rom his service in various senior management roles,including asPresident and Chief Executive Officer of Maxar and of Harris Corporation and as President and ChiefOperating Officer of NCR Corporation.Anne K.Wade,46,was appointed by the Board as a director in January 2016,at which time shewas also app

113、ointed to the Audit Committee.From 1995 to 2012,Ms.Wade held positions of increasingresponsibility,most recently as Senior Vice President and Director,at Capital International,a part of theCapital Group Companies,the Los Angeles based investment management firm.Ms.Wade is currently apartner at Leade

114、rs Quest,an organization focused on culture,values,and driving social and financialimpact in major corporations.In that capacity she was the co-Director of the BankingFutures initiative inthe United Kingdom.Ms.Wade also currently serves on the Boards of Directors of the John LaingGroup plc,where she

115、 chairs the Remuneration Committee,Big Society Capital Ltd in London,and theHeron Foundation in New York City.She previously served on the Board of Directors of Holcim Ltd from2013 to 2015,and was a member of its Governance and Strategy Committee.Ms.Wade has a Bachelor ofArts degree,Magna Cum Laude,

116、from Harvard University and a Master of Science from the LondonSchool of Economics.In nominating Ms.Wade for reelection as a director,the Board considered Ms.Wades significantfinancial and investing experience,primarily in infrastructure sectors including the global building materialsand constructio

117、n industries,including as Senior Vice President and Director of Capital International.Directors Whose Terms Expire at the 2020 Annual MeetingTed A.Gardner,60,was elected as a director in August 2009.He is a Managing Partner ofSilverhawk Capital Partners(together with its affiliates,Silverhawk).Prior

118、 to co-founding Silverhawk in2005,Mr.Gardner was a Managing Partner of Wachovia Capital Partners(formerly,First Union CapitalPartners)from 1989 until 2002.He was a director and Chairman of the Compensation Committee ofKinder Morgan,Inc.from 1999 to 2007,a director and the Chairman of the Audit Commi

119、ttee of EncoreAcquisition Company from 2001 to 2010,a director of Kinder Morgan Energy Partners from 2011 to 2014and a director and Chairman of the Audit Committee of Athlon Energy,Inc.from 2013 to 2014.He iscurrently a director of Kinder Morgan,Inc.,Incline Niobrara Partners,LP and Spartan Energy P

120、artners.Mr.Gardner received a Bachelor of Arts degree in Economics from Duke University and a Juris Doctorand Masters of Business Administration from the University of Virginia.10Mr.Gardner brings to the Board extensive business and leadership experience,including as aManaging Partner of Silverhawk

121、and Managing Partner of Wachovia Capital Partners(formerly,FirstUnion Capital Partners).In addition,Mr.Gardner has over 30 years of private equity investing experience.John R.Murphy,67,was elected as a director and Chairman of the Audit Committee in February2012.Since March 2015,he also has served a

122、s a member of the Nominating and Corporate GovernanceCommittee.Mr.Murphy served as Summit Materials Interim Chief Financial Officer from January 2013to May 2013 and from July 2013 to October 2013.He was Senior Vice President and Chief FinancialOfficer of Smurfit-Stone Container Corporation from 2009

123、 to 2010 and served in various seniormanagement roles from 1998 to 2008,including Chief Financial Officer and President and Chief OperatingOfficer and as President and Chief Executive Officer of Accuride Corporation.Accuride Corporation filedfor Chapter 11 bankruptcy protection in October 2009 and e

124、merged in 2010.Since 2003,Mr.Murphy hasserved on the Board,the Governance Committee and as Chairman of the Audit Committee of OReillyAutomotive,Inc.He has also served as a director and Audit Committee Chairman of DJO Global Inc.since January 2012.Mr.Murphy was elected as a director and Audit Committ

125、ee member of GrahamPackaging in February 2011.Graham Packaging was subsequently sold in September 2011.Mr.Murphy hasa Bachelor of Science degree in Accounting from Pennsylvania State University and a Master of BusinessAdministration degree from the University of Colorado and is a Certified Public Ac

126、countant.Mr.Murphy brings to the Board extensive financial knowledge,including from his service as ChiefFinancial Officer of Smurfit-Stone Container Corporation and Accuride Corporation.Steven H.Wunning,67,was appointed by the Board as a director in August 2016,at which time hewas also appointed to

127、the Compensation Committee.He served as Group President and Executive OfficeMember for Caterpillar Inc.(Caterpillar)from January 2004 until his retirement in February 2015.Mr.Wunning joined Caterpillar in 1973 and held a variety of positions of increasing responsibility withCaterpillar,including Vic

128、e President,Logistics Division from January 2000 to January 2004 and VicePresident,Logistics&Product Services Division from November 1998 to January 2000.Mr.Wunning isalso a director of The Sherwin Williams Company,Kennametal Inc.,Black&Veatch Holding Companyand Neovia Logistics Services,LLC.Mr.Wunn

129、ing serves on the Board of Trustees of Missouri Universityof Science and Technology.He obtained his Bachelor of Sciences degree in Metallurgical Engineering fromMissouri University of Science and Technology and an executive Masters of Business Administration fromthe University of Illinois.Mr.Wunning

130、 brings to the Board expansive operating and board experience across the industrialand building products industries,including his more than 40 years at Caterpillar.Directors Whose Terms Expire at the 2019 Annual MeetingThomas W.Hill,62,is the founder of Summit Materials and has been President and Ch

131、iefExecutive Officer since its inception.He has been a member of the Board of Directors since August 2009.From 2006 to 2008,he was the Chief Executive Officer of Oldcastle,Inc.(Oldcastle),the NorthAmerican arm of CRH plc,one of the worlds leading construction materials companies.Mr.Hill servedon the

132、 CRH plc Board of Directors from 2002 to 2008 and,from 1992 to 2006,ran the Materials divisionof Oldcastle.Mr.Hill served as Chairman of the American Road and Transportation Builders Association(ARTBA)from 2002 to 2004,during congressional consideration of the multi-year transportation billSAFETEA-L

133、U.Mr.Hill has been Treasurer of both the National Asphalt Pavement Association and theNational Stone Association,and he remains active with ARTBAs Executive Committee.Mr.Hill receiveda Bachelor of Arts in Economics and History from Duke University and a Masters of BusinessAdministration from Trinity

134、 College in Dublin,Ireland.1118MAR20180838481418MAR20180838481418MAR20180838481418MAR20180838481418MAR20180838481418MAR20180838481418MAR201808384814Mr.Hill brings to the Board extensive knowledge of our industry and significant experience inleading companies,as well as his ongoing contributions as t

135、he Companys CEO.Neil P.Simpkins,52,was elected as a director in August 2009.He is a Senior Managing Director ofthe Corporate Private Equity Group at Blackstone.Since joining Blackstone in 1998,Mr.Simpkins has ledthe acquisitions of TRW Automotive,Vanguard Health Systems,Team Health,LLC,Apria Healthc

136、areGroup,Summit Materials,Change Healthcare,Inc.and Gates Corporation.Before joining Blackstone,Mr.Simpkins was a Principal at Bain Capital.While at Bain Capital,Mr.Simpkins was involved in theexecution of investments in the consumer products,industrial,healthcare and information industries.Priorto

137、joining Bain Capital,Mr.Simpkins was a consultant at Bain&Company in the Asia Pacific region andin London.He currently serves as a Director of Apria Healthcare Group,Gates Corporation,ChangeHealthcare,Inc.and Team Health Inc.Mr.Simpkins graduated with honors from Oxford University andreceived a Mast

138、ers of Business Administration from Harvard Business School.Mr.Simpkins brings to the Board significant financial and business experience,including as aSenior Managing Director in the Private Equity Group at Blackstone and Principal at Bain Capital.Joseph S.Cantie,54,was appointed by the Board as a

139、director in May 2016,at which time he wasalso appointed to the Audit Committee.He is the former Executive Vice President and Chief FinancialOfficer of ZF TRW,a division of ZF Friedrichshafen AG(ZF),a global automotive supplier,a positionhe held from May 2015 until January 2016.He served in similar r

140、oles at TRW Automotive Holdings Corp.,which was acquired by ZF Industries in May 2015,since 2003.Prior to that time,Mr.Cantie held otherexecutive positions at TRW,which he joined in 1999.From 1996 to 1999,Mr.Cantie served in severalexecutive positions with LucasVarity Plc,including serving as Vice P

141、resident and Controller.Prior tojoining LucasVarity,Mr.Cantie spent 10 years with KPMG.He is currently a director for TopBuild Corp.where he serves on the Audit(Chairman),Compensation and Governance Committees,and for DelphiTechnologies PLC where he serves on the Audit(Chairman)and Finance Committee

142、s.Mr.Cantie is acertified public accountant and holds a Bachelor of Science degree from the State University of New Yorkat Buffalo.Mr.Cantie brings to the Board more than 30 years of financial and operating experience primarilyin the industrials sector,which,along with his tenure at a major accounti

143、ng firm,provide a diversifiedknowledge base and additional perspectives to the Board.Corporate Governance12Independent chairman of the BoardFully independent committees of the BoardRegular meetings of independent directorsCommittee authority to retain independent advisorsStock ownership guidelines f

144、or senior executives and directorsProhibitions against pledging and hedging of Summit stock by senior executives and directorsRobust code of ethics applicable to all employees and directorsGovernance HighlightsDirector Independence Determination.Under our Corporate Governance Guidelines and the NYSE

145、corporate governance rules for listed companies,a director is not independent unless the Boardaffirmatively determines that he or she does not have a direct or indirect material relationship with us orany of our subsidiaries.In addition,the director must meet the bright-line test for independence se

146、t forthby the NYSE rules.Our Corporate Governance Guidelines define independence in accordance with theindependence definition in the current NYSE rules.Our Corporate Governance Guidelines require theBoard to review the independence of all directors at least annually.In the event a director has arel

147、ationship with the Company that is relevant to his or her independence and is not addressed by theobjective tests set forth in the NYSE independence definition,the Board will determine,considering allrelevant facts and circumstances,whether such relationship is material.Our Board has affirmatively d

148、etermined that each of Messrs.Cantie,Gardner,Lance,Murphy,Simpkins and Wunning and Ms.Wade is independent under the guidelines for director independence setforth in the Corporate Governance Guidelines and under all applicable NYSE rules,including with respectto applicable committee membership.Our Bo

149、ard also has determined that each of the members of theAudit Committee,Messrs.Cantie,Gardner and Murphy and Ms.Wade,is independent for purposes ofSection 10A(m)(3)of the Securities Exchange Act of 1934,as amended(the Exchange Act).In making its independence determinations,the Board considered and re

150、viewed all informationknown to it,including information identified through annual directors questionnaires.Board Leadership.The Board directs and oversees the management of the business and affairs ofthe Company in a manner consistent with the best interests of the Company.The Boards responsibility

151、isone of oversight,and in performing its oversight role,the Board serves as the ultimate decision-makingbody of the Company,except for those matters reserved to or shared with our stockholders.In accordance with our Corporate Governance Guidelines,the Board selects the CompanysChairman and the Compa

152、nys CEO in any way it considers in the best interests of the Company and,accordingly,does not have a policy on whether the roles of Chairman and CEO should be separate orcombined and,if separate,whether the Chairman should be selected from the independent directors.Webelieve that the separation of t

153、he Chairman of the Board and CEO positions is appropriate corporategovernance for us as this time.Accordingly,Mr.Lance serves as the Chairman of the Board while Mr.Hillserves as our CEO.Our Board believes that this structure best encourages the free and open dialogue ofdiffering views and provides f

154、or strong checks and balances.Executive Sessions and Communications with Directors.The Boards independent directors meet atregularly scheduled executive sessions without management present.Mr.Lance presides at executivesessions of independent directors.Stockholders and other interested parties may c

155、ommunicate with the Board by writing to the ChiefLegal Officer,Summit Materials,Inc.,1550 Wynkoop Street,3rd Floor,Denver,Colorado 80202.Writtencommunications may be addressed to the Chairman of the Board,the chairperson of any of the Audit,Corporate Governance and Nominating,and Compensation Commit

156、tees,or to the non-management orindependent directors as a group.The Chief Legal Officer will forward such communications to theappropriate party.13GeneralRisk Oversight.The Board exercises direct oversight of strategic risks to the Company.The AuditCommittee reviews guidelines and policies governin

157、g the process by which senior management assesses andmanages the Companys exposure to risk,including the Companys major financial and operational riskexposures and the steps management takes to monitor and control such exposures.The CompensationCommittee oversees risks relating to the Companys compe

158、nsation policies and practices.Each committeecharged with risk oversight reports to the Board on those matters.With respect to cybersecurity risk oversight,our Board and our Audit Committee receive updatesfrom our information technology team to assess the primary cybersecurity risks facing the Compa

159、ny andthe measures the Company is taking to mitigate such risks.In addition to such updates,our Board and ourAudit Committee receive updates from management as to changes to the Companys cybersecurity riskprofile or significant newly identified risks.Corporate Governance Documents.Please visit our i

160、nvestor relations website at investors.summit- Documents,for additional information on our corporate governance,including:our Corporate Governance Guidelines;our Code of Business Conduct and Ethics;andthe charters approved by the Board for the Audit Committee,the Compensation Committeeand the Nomina

161、ting and Corporate Governance Committee.The Board meets regularly during the year and holds special meetings and acts by unanimouswritten consent whenever circumstances require.During 2017,there were five meetings of the Board.Eachdirector attended at least 75%of the aggregate of the total number of

162、 meetings of the Board(held duringthe period for which he or she was a director)and the total number of meetings held by all committees onwhich he or she served(during the periods that he or she served)during 2017.In addition,directors areexpected to make every effort to attend any meetings of stock

163、holders.All of our directors attended the2017 Annual Meeting of Stockholders.14Board Meetings and CommitteesThe Board has established an Audit Committee,a Compensation Committee and a Nominatingand Corporate Governance Committee.The Committees keep the Board informed of their actions andprovide assi

164、stance to the Board in fulfilling its oversight responsibility to stockholders.The table belowprovides current membership information as well as meeting information for the last fiscal year.NominatingandCorporateAuditCompensationGovernanceNameCommitteeCommitteeCommitteeThomas W.HillHoward L.Lance*XC

165、hairJoseph S.CantieXTed A.GardnerXXJohn R.MurphyChairXNeil P.SimpkinsChairXAnne K.WadeXSteven H.WunningXXTotal Meetings in 2017644*Denotes independent chairman of the BoardThe functions performed by these Committees,which are set forth in more detail in theircharters,are summarized below.Audit Commi

166、tteeOur Audit Committee consists of Messrs.Murphy,Cantie and Gardner and Ms.Wade,withMr.Murphy serving as chair.Our Audit Committee is responsible for,among other things:selecting and hiring our independent registered public accounting firm,and approving theaudit and non-audit services to be perform

167、ed by our independent registered public accountingfirm;assisting the Board in evaluating the qualifications,performance and independence of ourindependent registered public accounting firm;assisting the Board in monitoring the quality and integrity of our financial statements and ouraccounting and f

168、inancial reporting;assisting the Board in monitoring our compliance with legal and regulatory requirements;reviewing the adequacy and effectiveness of our internal control over financial reporting;15assisting the Board in monitoring the performance of our internal audit function;reviewing with manag

169、ement and our independent registered public accounting firm our annualand quarterly financial statements;establishing procedures for the receipt,retention and treatment of complaints received by theCompany regarding accounting,internal accounting controls or auditing matters and theconfidential,anon

170、ymous submission by our employees of concerns regarding questionableaccounting or auditing matters;andpreparing the Audit Committee Report that the rules and regulations of the SEC require tobe included in our annual proxy statement.Independent under NYSEgovernance standards andRule 10A-3 of Exchang

171、eFinanciallyAudit CommitteeActLiterateFinancial ExpertJohn R.MurphyJoseph S.CantieTed A.GardnerAnne K.WadeCompensation CommitteeOur Compensation Committee consists of Messrs.Simpkins,Lance,Gardner and Wunning,withMr.Simpkins serving as chair.Our Compensation Committee is responsible for,among other

172、things:reviewing and approving or making recommendations to the Board with respect to,corporategoals and objectives relevant to the compensation of our Chief Executive Officer,evaluatinghis/her performance in light of those goals and objectives and determining and approvinghis/her compensation level

173、 based on such evaluation;reviewing and approving,or making recommendations to the Board with respect to,thecompensation of our other executive officers,including annual base salary,bonus,equity-basedincentives and other benefits;reviewing and recommending the compensation of our directors;reviewing

174、 and discussing annually with management our Compensation Discussion andAnalysis disclosure required by SEC rules;16Audit Committee Member Independence;Financial Literacy;Financial Expertpreparing the Compensation Committee Report required by the SEC to be included in ourannual proxy statement;andre

175、viewing and making recommendations with respect to our equity compensation plans.Nominating and Corporate Governance CommitteeOur Nominating and Corporate Governance Committee consists of Messrs.Lance,Murphy,Simpkins and Wunning,with Mr.Lance serving as chair.Our Nominating and Corporate Governance

176、Committee is responsible for,among other things:assisting our Board in identifying prospective director nominees and recommending nomineesto the Board;overseeing the evaluation of the Board and management;reviewing and advising the Board on developments in corporate governance practices;developing a

177、nd recommending a set of corporate governance guidelines;andrecommending members for each committee of our Board.The Nominating and Corporate Governance Committee identifies individuals believed to bequalified as candidates to serve on the Board and selects,or recommends that the Board select,thenom

178、inees for all directorships to be filled by the Board or by our stockholders at an annual or specialmeeting.In identifying candidates for membership on the Board,the Committee takes into account allfactors it considers appropriate,which may include:individual qualifications,including strength of cha

179、racter,mature judgment,familiarity with theCompanys business and industry,independence of thought and an ability to work collegially;andall other factors the Committee considers appropriate,which may include age,diversity ofbackground,existing commitments to other businesses,potential conflicts of i

180、nterest with otherpursuits,legal considerations such as antitrust issues,corporate governance background,various and relevant career experience,relevant technical skills,relevant business orgovernment acumen,financial and accounting background,executive compensation backgroundand the size,compositio

181、n and combined expertise of the existing Board.Although the Nominating and Corporate Governance Committee considers diversity of viewpoints,background and experiences,the Company does not have a formal diversity policy.The Committee also17Director Nominationsmay consider the extent to which the cand

182、idate would fill a present need on the Board.When evaluatingwhether to re-nominate existing directors,the Committee considers matters relating to the retirement ofcurrent directors,as well as the performance of such directors.The Nominating and Corporate Governance Committee evaluates director candi

183、datesrecommended by stockholders on the same basis as it considers other nominees.Any recommendationsubmitted to the Secretary should be in writing and should include any supporting material the stockholderconsiders appropriate in support of that recommendation,but must include information that woul

184、d berequired under the rules of the SEC to be included in a proxy statement soliciting proxies for the electionof such candidate and the written consent of the candidate to serve as one of our directors,if elected.Stockholders wishing to propose a candidate for consideration may do so by submitting

185、the aboveinformation to the attention of the Secretary,Summit Materials,Inc.,1550 Wynkoop Street,3rd Floor,Denver,Colorado 80202.All recommendations for nomination received by the Secretary that satisfy therequirements of our Amended and Restated Bylaws(the Bylaws)relating to such director nominatio

186、nswill be presented to the Nominating and Corporate Governance Committee for its consideration.Pleasesee the section entitled Proposals of Stockholders for information regarding the advance noticeprovisions applicable to stockholder director nominations set forth in our Bylaws.During 2017,the member

187、s of the Compensation Committee were Messrs.Simpkins,Lance,Gardner and Wunning,none of whom was,during the fiscal year,an officer or employee of the Companyand none of whom has ever served as an officer of the Company.During 2017,none of our executiveofficers served as a director or member of the co

188、mpensation committee(or other committee serving anequivalent function)of any other entity whose executive officers served on our Compensation Committeeor the Board.Our Code of Business Conduct and Ethics applies to all of our officers,directors and employees,including our principal executive officer

189、,principal financial officer and principal accounting officer,orpersons performing similar functions and is posted on our website.Our Code of Business Conduct andEthics is a code of ethics,as defined in Item 406(b)of Regulation S-K.We will make any legallyrequired disclosures regarding amendments to

190、,or waivers of,provisions of our Code of Business Conductand Ethics on our website.The information contained on,or accessible from,our website is not part ofthis Proxy Statement by reference or otherwise.18Compensation Committee Interlocks and Insider ParticipationCode of EthicsITEM 2RATIFICATION OF

191、 APPOINTMENT OF KPMG LLPUnder the rules and regulations of the SEC,the NYSE and the Public Company AccountingOversight Board(the PCAOB),the Audit Committee is directly responsible for the appointment,compensation,retention and oversight of our independent registered public accounting firm.In additio

192、n,the Audit Committee considers the independence of our independent registered public accounting firmand participates in the selection of the independent registered public accounting firms lead engagementpartner.The Audit Committee has appointed,and,as a matter of good corporate governance,is reques

193、tingratification by our stockholders of the appointment of,the registered public accounting firm of KPMG toserve as independent registered public accounting firm for the fiscal year ending December 29,2018.KPMG has served as our independent registered public accounting firm since 2012.The Board and

194、the Audit Committee believe that the continued retention of KPMG as theCompanys independent registered public accounting firm is in the best interests of the Company and itsstockholders.If stockholders do not ratify the selection of KPMG,the Audit Committee will evaluate thestockholder vote when con

195、sidering the selection of a registered public accounting firm for the auditengagement for the 2018 fiscal year.In addition,even if stockholders ratify the selection of KPMG asindependent registered public accounting firm,the Audit Committee may nevertheless periodically requestproposals from the maj

196、or registered public accounting firms and as a result of such process may selectKPMG or another registered public accounting firm as our independent registered public accounting firm.THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF KPMGAS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTIN

197、G FIRM FOR THE FISCAL YEARENDING DECEMBER 29,2018.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRepresentatives of KPMG are expected to attend the Annual Meeting and will have anopportunity to make a statement and to respond to appropriate questions from stockholders.Consistent with SEC and PCAOB req

198、uirements regarding auditor independence,the AuditCommittee has responsibility for appointing,setting compensation for and overseeing the work of,theindependent registered public accounting firm.In recognition of this responsibility,the Audit Committeehas established a policy to pre-approve all audi

199、t and permissible non-audit services provided by theindependent registered public accounting firm.Prior to engagement of the independent registered public accounting firm for the next years audit,management will submit to the Audit Committee for approval a list of services and related fees expectedt

200、o be rendered during that year within each of the following four categories of services:Audit services include audit work performed on the financial statements and internal controlover financial reporting,as well as work that generally only the independent registered publicaccounting firm can reason

201、ably be expected to provide,including comfort letters,statutoryaudits and discussions surrounding the proper application of financial accounting and/orreporting standards.19Audit-Related services are for assurance and related services that are traditionally performedby the independent registered pub

202、lic accounting firm,including due diligence related tomergers and acquisitions,employee benefit plan audits and special procedures required tomeet certain regulatory requirements.Tax services include all services,except those services specifically related to the financialstatements,performed by the

203、independent registered public accounting firms tax personnel,including tax analysis;assisting with coordination of execution of tax-related activities,primarily in the area of corporate development;supporting other tax-related regulatoryrequirements;tax planning;and tax compliance and reporting.All

204、Other services are those services not captured in the Audit,Audit-Related or Taxcategories.Prior to engagement,the Audit Committee pre-approves independent registered public accountingfirm services within each category and the fees of each category are budgeted.The Audit Committeerequires the indepe

205、ndent registered public accounting firm and management to report actual fees versusthe budget periodically throughout the year by category of service.During the year,circumstances mayarise when it may become necessary to engage the independent registered public accounting firm foradditional services

206、 not contemplated in the original pre-approval categories.In those instances,the AuditCommittee requires specific pre-approval before engaging the independent registered public accountingfirm.The Audit Committee may delegate pre-approval authority to one or more of its members.Themember to whom such

207、 authority is delegated must report,for informational purposes only,anypre-approval decisions to the Audit Committee at its next scheduled meeting.All of the services in thetable below were pre-approved by the Audit Committee.20172016(in thousands)Audit Fees(1).$3,988$4,144Tax Fees(2).4Audit-Related

208、 Fees.All Other Fees.Total.$3,988$4,148(1)Represents the aggregate fees billed for professional services by KPMG for the audit of our financial statements,reviewsof our quarterly financial statements and services associated with other SEC filings,including registration statements.Fees related to reg

209、istration statements totaled$115,000 in 2017 and$598,000 in 2016.(2)Represents the aggregate fees billed for professional services by KPMG in connection with routine tax compliance,general tax consulting services and services related to state tax audits.Tax fees related to registration statements to

210、taled$4,000 in 2016.20AUDIT COMMITTEE REPORTThe Audit Committee reviews the Companys financial reporting process on behalf of the Board.Management has the primary responsibility for establishing and maintaining adequate internal control overfinancial reporting,for preparing the financial statements,

211、and for the reporting process.The AuditCommittee members do not serve as professional accountants or auditors,and their functions are notintended to duplicate or to certify the activities of management and the independent registered publicaccounting firm.The Companys independent registered public ac

212、counting firm is engaged to audit andreport on the conformity of the Companys financial statements to accounting principles generally acceptedin the United States and the effectiveness of the Companys internal control over financial reporting.In this context,the Audit Committee reviewed and discusse

213、d with management and theindependent registered public accounting firm the audited financial statements for the year endedDecember 30,2017(the Audited Financial Statements),managements assessment of the effectiveness ofthe Companys internal control over financial reporting,and the independent regist

214、ered public accountingfirms evaluation of the Companys system of internal control over financial reporting.The AuditCommittee has discussed with the independent registered public accounting firm the matters required tobe discussed by Public Company Accounting Oversight Board(the PCAOB)Auditing Stand

215、ardNo.1301,Communications with Audit Committees.In addition,the Audit Committee has received thewritten disclosures and the letter from the independent registered public accounting firm required byapplicable requirements of the PCAOB regarding the independent registered public accounting firmscommun

216、ications with the Audit Committee concerning independence,and has discussed with theindependent registered public accounting firm its independence.Based upon the reviews and discussions referred to above,the Audit Committee recommended tothe Board that the Audited Financial Statements be included in

217、 the Companys Annual Report onForm 10-K for the year ended December 30,2017,for filing with the Securities and ExchangeCommission.The Audit CommitteeJohn R.Murphy,ChairJoseph S.CantieTed A.GardnerAnne K.Wade21BENEFICIAL OWNERSHIP OF SHARESThe following table sets forth the beneficial ownership of sh

218、ares of our Class A Common Stockand LP Units by(1)each person known to us to beneficially own more than 5%of any class of theoutstanding voting securities of the Company,(2)each of our directors and NEOs and(3)all of ourdirectors and executive officers as a group.Percentage of beneficial ownership o

219、f(1)Class A CommonStock is based upon 111,228,077 shares issued and outstanding and(2)LP Units is based upon114,813,591 LP Units outstanding(including 111,228,077 LP Units held by the Company),in each case asof March 19,2018.Percentage of combined voting power is based upon 114,560,343 votes represe

220、nted byoutstanding securities,consisting of(1)111,228,077 shares of Class A Common Stock issued andoutstanding and(2)3,332,266 LP Units outstanding and eligible to vote,excluding LP Units held by theCompany,in each case as of March 19,2018.The Company is the general partner of Summit MaterialsHoldin

221、gs L.P.(Summit Holdings),which indirectly owns 100%of the limited liability interests of SummitMaterials,LLC(Summit LLC).Except as otherwise noted,(i)the information is as of March 19,2018,and(ii)the address of each beneficial owner is c/o Summit Materials,Inc.,1550 Wynkoop Street,3rd floor,Denver,C

222、olorado 80202.Beneficial ownership is determined in accordance with the rules andregulations of the SEC.Class A Common Stock(1)LP Units(1)Combined Voting Power(2)Name of BeneficialNumberPercentNumberPercentNumberPercentOwnerVanguard Group Inc.(3)9,156,8108.2%9,156,8108.0%FMR LLC(4)7,496,3496.7%7,496

223、,3496.5%BlackRock,Inc.(5)7,056,6826.3%7,056,6826.2%Prudential Financial,Inc./JennisonAssociates LLC(6)5,823,3875.2%5,823,3875.1%Thomas W.Hill(7)403,400*619,425*1,022,825*Howard L.Lance(8)(9)195,559*135,772*331,331*Joseph S.Cantie(9)(10)8,810*8,810*Ted A.Gardner(9)(11)38,009*162,752*200,761*John R.Mu

224、rphy(9)(12)18,974*4,274*23,248*Neil P.Simpkins(9)(13)4,098*4,098*Anne K.Wade(9)(14)10,601*10,601*Steven H.Wunning(9)(15)8,787*8,787*Michael J.Brady(16)330,454*283,649*614,103*Brian J.Harris(17)327,490*332,699*660,189*M.Shane Evans(18)203,113*78,525*281,638*Douglas C.Rauh(19)3,644*3,644*All Directors

225、 and ExecutiveOfficers as a Group(15persons)(20)1,683,4141.5%1,764,5091.5%3,447,9233.0%*Less than 1%.(1)Subject to the terms of the Exchange Agreement,LP Units are exchangeable for shares of our Class A Common Stockon a one-for-one basis.See Certain Relationships and Related Person TransactionsExcha

226、nge Agreement.Beneficialownership of LP Units reflected in this table is not reflected as beneficial ownership of shares of our Class A CommonStock for which such units may be exchanged.See Executive CompensationNarrative Disclosure to SummaryCompensation Table and Grants of Plan-Based Awards TableP

227、re-IPO Long-Term Incentive Awards for a descriptionof the LP Units.(2)Represents percentage of voting power of the Class A Common Stock and Class B Common Stock of the Companyvoting together as a single class and gives effect to voting power of the Class B Common Stock,excluding options thatare vest

228、ed or will vest within 60 days as well as outstanding warrants.The Class B Common Stock provides holders whoalso hold LP Units with a number of votes that is equal to the aggregate number of LP Units held by such holders.As22of March 19,2018,holders of the LP Units held all of the issued shares of o

229、ur Class B Common Stock that wereoutstanding and the total number of votes that were represented by the Class B Common Stock was 3,332,366.Inaddition to the voting power of the Class B Common Stock conferred to him and the Hill Trust through their ownershipof LP Units,Mr.Hill has sole voting power o

230、ver 2,244,154 votes represented by the Class B Common Stock throughrevocable proxies granted to him by certain pre-IPO investors that hold LP Units,including members of management.Mr.Hill has no pecuniary interest in the LP Units held by such other LP Unit holders and disclaims any beneficialownersh

231、ip in such LP Units.(3)The number of shares held was obtained from the holders Schedule 13G/A filing with the SEC dated February 9,2018,which reports ownership as of December 31,2017.The Schedule 13G/A filing indicates that the holder,VanguardGroup Inc.(Vanguard)has sole power to vote or direct the

232、vote of 214,818 shares of our Class A Common Stock,shared power to vote or direct the vote of 19,073 shares of our Class A Common Stock,sole power to dispose or directthe disposition of 8,932,128 shares of our Class A Common Stock,and shared power to dispose or direct the dispositionof 224,682 share

233、s of our Class A Common Stock.The address of Vanguard is 100 Vanguard Blvd.,Malvern,PA 19355.(4)The number of shares held was obtained from the Schedule 13G filing made by FMR LLC(FMR)and Abigail P.Johnson with the SEC dated February 13,2018,which reports ownership as of December 31,2017.Based solel

234、y onSchedule 13G jointly filed with the SEC on February 13,2018 by FMR and Abigail P.Johnson,Abigail P.Johnson is aDirector,the Chairman,and the Chief Executive Officer of FMR.Members of the Johnson family,including Abigail P.Johnson,are the predominant owners,directly or through trusts,of 49%of the

235、 voting power of FMR.Members of theJohnson family may be deemed to form a controlling group with respect to FMR.Neither FMR nor Abigail P.Johnsonhas the sole power to vote or direct the voting of the common stock owned directly by the various investment companies(Fidelity Funds)advised by Fidelity M

236、anagement&Research Company(FMR Co.),a wholly owned subsidiary ofFMR,which power resides with the Fidelity Funds Boards of Trustees.FMR Co.carries out the voting of the commonstock under written guidelines established by the Fidelity Funds Boards of Trustees.The Schedule 13G filed made byFMR and Abig

237、ail P.Johnson indicates that they have sole power to vote or direct the vote of 161,084 shares of ourClass A Common Stock and sole power to dispose or direct the disposition of 7,496,349 shares of our Class A CommonStock.The address of FRM and Abigail P.Johnson is 245 Summer Street,Boston,Massachuse

238、tts 02210.(5)The number of shares held was obtained from the holders Schedule 13G filing with the SEC dated January 23,2018,which reports ownership as of December 31,2017.The Schedule 13G filing indicates that the holder,BlackRock,Inc.(BlackRock)had sole power to vote or direct the vote of 6,812,358

239、 shares of our Class A Common Stock and solepower to dispose or to direct the disposition of,7,056,682 shares of our Class A Common Stock.The address ofBlackRock is 55 East 52nd Street,New York,NY 10055.(6)The number of shares held was obtained from the Schedule 13G filings made by Prudential Financ

240、ial,Inc.(Prudential)and Jennison Associates LLC(Jennison)with the SEC dated January 19,2018 and February 6,2018,respectively,which report ownership as of December 31,2017.Prudential indirectly owns 100%of equity interests ofJennison and certain other investment funds.As a result,Prudential may be de

241、emed to have the power to exercise or todirect the exercise of such voting and/or dispositive power that Jennison and its other affiliates may have with respect toour Class A Common Stock.The Schedule 13G filed by Jennison indicates it has sole power to vote or direct the voteof 5,810,726 shares of

242、our Class A Common Stock and shared power to dispose or direct the disposition of5,810,726 shares of our Class A Common Stock.The Schedule 13G filed by Prudential indicates it beneficially owns5,823,387 shares of our Class A Common Stock,consisting of the 5,810,726 shares held by Jennison and 12,661

243、 sharesheld by Quantitative Management Associates LLC(with respect to which it has sole power to vote or direct the vote of50,166 shares of our Class A Common Stock,shared power to vote or direct the vote 5,773,221 shares of our Class ACommon Stock,sole power to dispose or direct the disposition of

244、50,166 shares of our Class A Common Stock,andshared power to dispose or direct the disposition of 5,773,221 shares of our Class A Common Stock).The address ofPrudential is 751 Broad Street,Newark,NJ 07102.The address of Jennison is 466 Lexington Avenue,New York,NY 10017.(7)Includes(i)231,670 options

245、,including Leverage Restoration Options(as described in Executive CompensationNarrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards TablePre-IPO Long-TermIncentive Awards)issued to Mr.Hill that are vested or will vest within 60 days,(ii)29,463 warrants issued to Mr.Hilla

246、t the time of our IPO,(iii)141,902 shares of our Class A Common Stock owned by Mr.Hill,(iv)592,456 LP Unitsheld by Mr.Hill,(v)365 shares of our Class A Common Stock held by the Hill Trust,a trust for which Mr.Hills spouseserves as trustee and as to which Mr.Hill could be deemed to have beneficial ow

247、nership,and(vi)26,969 LP Units heldby The Hill Trust.See Certain Relationships and Related Person TransactionsWarrant Issuances.Amounts forMr.Hill do not include 2,244,154 LP Units for which Mr.Hill has sole voting power through revocable proxies grantedto him.See footnote(2).(8)Includes(i)184,958 o

248、ptions issued to Mr.Lance that are vested or will vest within 60 days,(ii)135,772 LP Units heldby Mr.Lance,and(iii)10,601 shares of our Class A Common Stock held by Mr.Lance.23(9)Does not include unvested RSUs held by our non-employee directors in connection with their service as directors.(10)Inclu

249、des 8,810 shares of our Class A Common Stock owned by Mr.Cantie.(11)Includes(i)10,601 shares of our Class A Common Stock held by Mr.Gardner,and(ii)27,408 warrants and(iii)162,752 LP Units held by Gardner Family Investments,LLC,a limited liability company controlled by Mr.Gardner.Mr.Gardner has sole

250、voting and dispositive power over such warrants and LP Units.(12)Includes(i)7,665 options issued to Mr.Murphy that are vested or will vest within 60 days,(ii)4,274 LP Units held byMr.Murphy and(iii)11,309 shares of our Class A Common Stock owned by Mr.Murphy.(13)Includes 4,098 shares of our Class A

251、Common Stock owned by Mr.Simpkins.(14)Includes 10,601 shares of our Class A Common Stock owned by Ms.Wade.(15)Includes 8,787 shares of our Class A Common Stock owned by Mr.Wunning.(16)Includes(i)317,497 options issued to Mr.Brady that are vested or will vest within 60 days,(ii)283,649 LP Units held

252、byMr.Brady,(iii)6,105 shares of our Class A Common Stock owned by Mr.Brady,and(iv)6,852 warrants issued toMr.Brady at the time of our IPO.(17)Includes(i)199,906 options issued to Mr.Harris that are vested or will vest within 60 days,(ii)67,584 shares of ourClass A Common Stock owned by Mr.Harris,and

253、(iii)332,699 LP Units and(iv)60,000 shares of our Class A CommonStock held by The Harris Family 2014 Trust fbo Michael J.Harris and The Harris Family 2014 Trust fbo Cameron I.J.Harris,trusts for which Mr.Harris spouse serves as trustee and as to which Mr.Harris could be deemed to havebeneficial owne

254、rship.(18)Includes(i)190,559 options issued to Mr.Evans that are vested or will vest within 60 days,(ii)78,525 LP Units held byMr.Evans,and(iii)12,554 shares of our Class A Common Stock owned by Mr.Evans.(19)Includes 3,644 shares of our Class A Common Stock held by Mr.Rauh.(20)Includes(i)1,247,311 o

255、ptions that are vested or will vest within 60 days,(ii)1,764,509 LP Units,(iii)63,723 warrantsissued at the IPO and(iv)372,380 shares of our Class A Common Stock.24ITEM 3NONBINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NEOsUnder the Dodd-Frank Wall Street Reform and Consumer Protection Act(the Do

256、dd-Frank Act)and Section 14A of the Exchange Act,our stockholders are entitled to vote to approve,on a nonbindingadvisory basis,the compensation of our NEOs,as disclosed in this Proxy Statement in accordance withSEC rules.This vote is not intended to address any specific item of compensation,but rat

257、her the overallcompensation of our NEOs and the philosophy,policies and practices described in this Proxy Statement.The compensation of our NEOs subject to the vote is disclosed in the Compensation Discussion andAnalysis,the compensation tables,and the related narrative disclosure contained in this

258、Proxy Statement.As discussed in those disclosures,we believe that our compensation policies and decisions are focused onpay-for-performance principles and are strongly aligned with our stockholders interests.The compensationof our NEOs is designed to enable us to attract and retain talented and expe

259、rienced executives to lead ussuccessfully in a competitive environment.Accordingly,the Board is asking our stockholders to indicatetheir support for the compensation of our NEOs as disclosed in this Proxy Statement by casting anonbinding advisory vote FOR the following resolution:RESOLVED,that the c

260、ompensation paid to our NEOs,as disclosed pursuant to Item 402 ofRegulation S-K,including the Compensation Discussion and Analysis,compensation tables,and narrativedisclosure,is hereby APPROVED.The Compensation Committee continually reviews the Companys performance and governancehighlights to evalua

261、te whether the goals of the executive compensation and benefits program are supportedand whether such program serves the interests of the Companys stockholders.The Companys 2017performance and governance practices include the following,as discussed in more detail in theCompensation Discussion and An

262、alysis section of this Proxy Statement:Highlights of our 2017 business achievements included the following:Full-year organic sales volumes of aggregates increased 3.4%.Full-year organic sales volumes of cement increased 5.8%.Full-year net income increased 331.2%to$121.83 million.Full-year operating

263、income increased 42.8%to$220.9 million.Full-year adjusted EBITDA*increased 17.4%to$435.8 million.*See Reconciliation of Non-GAAP Measure to GAAP on Annex A.What We Do(Best Practice)What We Dont Do/Dont AllowSeparate the roles of Chairman and ChiefNo hedging or pledging of Company stock byExecutive O

264、fficerexecutives or directorsEnforce strict insider trading policiesNo change-in-control severance multiple inexcess of three times salary and target bonusSet stock ownership guidelines for executivesNo excise tax gross-ups upon a change inand directorscontrolGenerally provide provisions for recoupm

265、entNo re-pricing or cash buyout of underwater(claw back)of incentive compensationstock options25Performance HighlightsCorporate Governance HighlightsDisclose performance goals for incentiveNo enhanced retirement formulasprogramsSet a maximum payout limit on our annual andNo guaranteed compensationlo

266、ng-term incentive programs for our NEOsIncorporate change-in-control provisions thatNo market timing with granting of equityare consistent with market practiceawardsRetain an independent compensation consultantEliminated substantially all perquisites for allthat reports directly to the CompensationN

267、EOs in 2017CommitteePerform an annual compensation program riskassessment to ensure that the Companyscompensation policies and practices are notreasonably likely to have a material adverseeffect on the CompanyBecause the vote to approve the compensation of our NEOs is advisory,it is not binding on t

268、heBoard or the Company.Nevertheless,the views expressed by our stockholders,whether through this voteor otherwise,are important to management and the Board and,accordingly,the Board and theCompensation Committee intend to consider the results of this vote in making determinations in thefuture regard

269、ing executive compensation arrangements.Nonbinding advisory approval of this proposalrequires the vote of the holders of a majority of the voting power of the shares present in person orrepresented by proxy and entitled to vote on the matter at the Annual Meeting.THE BOARD RECOMMENDS A VOTE FOR THE

270、APPROVAL,ON ANONBINDING ADVISORY BASIS,OF THE COMPENSATION OF OUR NEOs,AS DISCLOSED INTHIS PROXY STATEMENT.COMPENSATION COMMITTEE REPORTThe Compensation Committee has reviewed and discussed the Compensation Discussion andAnalysis with management.Based on this review and discussion,the Compensation C

271、ommitteerecommended to the Board that the Compensation Discussion and Analysis be included(incorporated byreference)in the Companys Annual Report on Form 10-K for the fiscal year ended December 30,2017and in this Proxy Statement.Submitted by the Compensation Committee of the Board.Neil P.Simpkins,Ch

272、airTed A.GardnerHoward L.LanceSteven H.Wunning26EXECUTIVE COMPENSATIONExecutive SummaryThe following Compensation Discussion and Analysis(CD&A)describes our 2017 executivecompensation structure,earned by or paid to the following named executive officers(NEOs).Thomas W.HillPresident and Chief Executi

273、ve OfficerMichael J.BradyExecutive Vice President and Chief Business Development OfficerBrian J.HarrisExecutive Vice President and Chief Financial OfficerM.Shane EvansExecutive Vice President and West Division PresidentDouglas C.RauhFormer Executive Vice President and Chief Operating OfficerIn Octob

274、er 2017,the Company announced that Douglas C.Rauh would leave his role as theCompanys Executive Vice President and Chief Operating Officer,effective December 30,2017.InDecember 2017,the Company announced that Mr.Rauh entered into an Agreement and Release(theAgreement and Release)dated December 15,20

275、17 with Summit Holdings and,solely for certainpurposes specified therein,the Company,in connection with his departure from the Company.The termsof the Agreement and Release are described below under Potential Payments Upon Termination orChange in Control.In January 2018,the Company announced that Ka

276、rl H.Watson Jr.had beenappointed Executive Vice President and Chief Operating Officer of the Company.Highlights of our 2017 business achievements included the following:Full-year organic sales volumes of aggregates increased 3.4%.Full-year organic sales volumes of cement increased 5.8%.Full-year net

277、 income increased 331.2%to$121.83 million.Full-year operating income increased 42.8%to$220.9 million.Full-year adjusted EBITDA*increased 17.4%to$435.8 million.*See Reconciliation of Non-GAAP Measure to GAAP on Annex A.The Compensation Committee designs the executive compensation program to deliver p

278、ay inaccordance with corporate,segment,safety and individual performance.A large percentage of total targetcompensation is at risk through long-term equity awards and annual cash incentive awards.These awardsare linked to performance measures that correlate with long-term stockholder value creation.

279、The mix of27Leadership ChangesPerformance HighlightsPay for Performance18MAR20180838506218MAR201808385305total direct compensation at target for 2017 for our CEO and the average of our other NEOs is shown inthe charts below.Base Salary,20%Annual CashIncentive,27%Long-TermEquityIncentive,53%Chief Exe

280、cutive OfficerAt-Risk Performance-Based Pay:80%Base Salary,34%Annual CashIncentive,23%Long-TermEquityIncentive,43%Average of Other Named Executive OfficersAt-Risk Performance-Based Pay:66%Compensation Discussion and AnalysisIn 2017,our executive compensation structure consisted of four primary compo

281、nents:base salary;annual cash incentives;long-term equity incentives;and traditional health/welfare plans.We eliminatedsubstantially all perquisites in 2017.Total Compensation OpportunityBase SalaryAnnual Cash IncentivesLong-Term Incentives(equity-based awards)Traditional Benefits282017 Executive Co

282、mpensation Structure18MAR201808385184What We Do(Best Practice)What We Dont Do/Dont AllowSeparate the roles of Chairman and ChiefNo hedging or pledging of Company stock byExecutive Officerexecutives or directorsEnforce strict insider trading policiesNo change-in-control severance multiple inexcess of

283、 three times salary and target bonusSet stock ownership guidelines for executivesNo excise tax gross-ups upon a change inand directorscontrolGenerally provide provisions for recoupmentNo re-pricing or cash buyout of underwater(claw back)of incentive compensationstock optionsDisclose performance goal

284、s for incentiveNo enhanced retirement formulasprogramsSet a maximum payout limit on our annual andNo guaranteed compensationlong-term incentive programs for our NEOsIncorporate change-in-control provisions thatNo market timing with granting of equityare consistent with market practiceawardsRetain an

285、 independent compensation consultantEliminated substantially all perquisites for allthat reports directly to the CompensationNEOs in 2017CommitteePerform an annual compensation program riskassessment to ensure that the Companyscompensation policies and practices are notreasonably likely to have a ma

286、terial adverseeffect on the CompanyOur Compensation PhilosophyTo reflect industrystandards,offercompetitive totalcompensationopportunities andbalance the need fortalent withreasonablecompensationexpenseTo enhancestockholder valueby focusingmanagement onfinancial metricsthat drive valueTo recognize a

287、ndreward executiveswhose knowledge,skills andperformance arecritical to oursuccessTo attract,motivateand retain executivetalent willing tocommit to long-termstockholder valuecreationTo align executivedecision makingwith businessstrategy anddiscourageexcessive risktaking29Corporate Governance Highlig

288、htsOur executive compensation program is intended to attract,motivate and retain executive officers and toalign the interests of our executive officers with stockholders interests.The Boards objectives for our program include,but are not limited to,the following:Fixed orPay ComponentPurposeCharacter

289、isticsPerformanceBase SalaryAttract and retain executivesReflects the executivesFixedthrough market-based payexperience and performanceand the Boards knowledge ofmarket practicesAnnual Cash BonusEncourages achievement ofBased on achievement ofPerformancestrategic and financialpredefined financial,pe

290、rformance metrics that drivenon-financial(e.g.safety)andlong-term stockholder valueindividual performanceobjectivesLong-Term EquityAligns executives long-termValue to the executive is basedPerformanceIncentivescompensation with stockholderson long-term stock priceinvestment interests;enhancesperform

291、ance and value creationexecutive retentionHealth/Welfare PlansProvide competitive benefitsSimilar to benefits offered toFixedand Retirementthat promote employee healthother employeesBenefitsand productivity and supportlonger term financial securityThe Compensation Committee approved the following co

292、mpensation targets for 2017:Long-Term IncentiveAnnual Bonus TargetTarget as%of BaseBase Salaryas%of Base SalarySalaryThomas W.Hill$826,956140%275%Michael J.Brady425,00060%100%Brian J.Harris550,00075%155%M.Shane Evans420,78760%100%Douglas C.Rauh550,00075%155%In 2017,the Compensation Committee conside

293、red the outcome of the stockholder advisory voteon 2016 executive compensation when making decisions relating to the compensation of our NEOs andour executive compensation program and policies.Our stockholders voted at our 2017 annual meeting,in anonbinding advisory vote,on the 2016 compensation pai

294、d to our NEOs.Our stockholders overwhelmingly(96%)approved the compensation of our NEOs.Based on the level of support,the CompensationCommittee determined that stockholders generally support our compensation practices.The CompensationCommittee intends to continue to consider the views of our stockho

295、lders when designing,reviewing andadministering the Companys compensation programs and policies.30Components of 2017 Target Compensation2017 Target Compensation ElementsSay-on-Pay Votes18MAR20180838468318MAR201808384683The Compensation Committee is responsible to our Board for oversight ofour execut

296、ive compensation program.The Compensation Committee isresponsible for the review and approval of all aspects of our program.Among its duties,the Compensation Committee is responsible for:Assessing competitive market data from Aon,our independentcompensation consultant(the Independent Compensation Co

297、nsultant)Reviewing each NEOs performance in conjunction with competitivemarket data and,accordingly,approving compensation recommendationsincluding,but not limited to,base salary,annual bonus,long-termincentives,and benefits/perquisitesConsidering,recommending and approving incentive plan goals anda

298、chievement levelsIncorporating meaningful input from our stockholders,if applicableFor each NEO excluding himself,our CEO recommends to theCompensation Committee compensation levels for NEOs based on a reviewof market data and individual performance.The Compensation Committeereviews and discusses al

299、l recommendations prior to approval,then submits allrecommendations to the Board for approval.For the CEO,during executive session without the CEO present,theCompensation Committee is solely responsible for assessing performance andmaking compensation recommendations to the Board for approval.Manage

300、ment does not make compensation-related recommendations for theCEO.31Role of the CompensationCommitteeRole of ManagementCompensation Decision Process18MAR201808384683In 2017,the Compensation Committee retained the IndependentCompensation Consultant in accordance with the Compensation Committeeschart

301、er.The Independent Compensation Consultant reports directly to theCompensation Committee.The Compensation Committee retains soleauthority to hire or terminate the Independent Compensation Consultant,approve its fees,determine the nature and scope of services and evaluate theIndependent Compensation

302、Consultants performance.A representative of the Independent Compensation Consultant attendsCompensation Committee meetings,as requested,and communicates withthe Compensation Committee chair between meetings.The CompensationCommittee makes all final decisions and recommendations.The Independent Compe

303、nsation Consultants roles include,but are notlimited,the following:Advising the Compensation Committee on executive compensationtrends and regulatory developments;Developing a peer group of companies for determining competitivecompensation amounts and practices;Providing a total compensation study f

304、or executives against peercompanies;Providing advice to the Compensation Committee on governance bestpractices,as well as any other areas of concern or risk;andReviewing and commenting on proxy disclosure items,including theCD&A.The Compensation Committee has assessed the independence of theIndepend

305、ent Compensation Consultant,considering all relevant factors,including those set forth in Rule 10C-1(b)(4)(i)through(vi)under theSecurities Exchange Act of 1934,as amended.Based on this review,theCompensation Committee concluded that there are no conflicts of interestraised by the work performed by

306、the Independent Compensation Consultantand that Aon is independent.32Role of the IndependentCompensation Consultant18MAR201808384683In the Fall of 2016,to assist with 2017 compensation decisions,theIndependent Compensation Consultant performed a competitive pay study.To develop competitive market va

307、lues for the NEOs,the IndependentCompensation Consultant developed,and the Compensation Committeeapproved,a peer group of 17 companies.The peer group development criteria included:Industry:Companies in the building products or construction materialsindustriesCompany size:Approximately 0.4x to 3x tim

308、es our annual revenuesISS:Companies considered by Institutional Shareholder Services(ISS)to be the Companys compensation peers and used in ISS annual reportregarding the CompanyPeers of Peers:Companies used in the peer groups of potential peercompaniesCompetitors:Companies that compete with us for b

309、usiness andmanagement talentConsistency:Companies contained in the peer group in the prior yearThe approved peer group had annual revenues which ranged fromapproximately$600 million to$3.8 billion,with median annual revenue ofapproximately$1.9 billion and average annual revenue of approximately$2.0

310、billion.Our 2016 annual revenue was approximately$1.6 billion.TheIndependent Compensation Consultant developed size-adjusted marketvalues(regression analysis)for each position using our annual revenue.The size-adjusted 50th percentile for total compensation is a key referencepoint for the Compensati

311、on Committee.For positions where peer companyproxy data was not available,the Independent Compensation Consultantutilized published and private compensation survey sources.Peer GroupArmstrong World IndustriesMartin Marietta MaterialsBoise CascadeMasonite InternationalCompass Minerals InternationalNC

312、I building Systems Inc.CONSOL EnergyQuanex Building ProductsDycom IndustriesSimpson ManufacturingEagle Materials Inc.US Concrete Inc.Granite Construction Inc.USG Corp.Headwaters Inc.Vulcan MaterialsLouisiana-Pacific Corp.33Role of Peer Companiesand Competitive MarketDataTiming of Compensation Decisi

313、onsPay recommendations for our executives,including the NEOs,are typically made by theCompensation Committee at its first scheduled meeting of the fiscal year,typically held in Februaryaround the same time we report our fourth quarter and year-end financial results for the preceding fiscalyear and p

314、rovide our financial guidance for the upcoming year(the February meeting).This timingallows the Compensation Committee to have a complete financial performance picture prior to makingcompensation decisions.Decisions with respect to prior year performance,as well as annual equity awards,base salaryin

315、creases and target performance levels for the current year are typically made at the February meeting.Any equity awards recommended by the Compensation Committee at this meeting are reviewed by theBoard and,if approved,are dated on the date of the Board meeting held later that day or the followingda

316、y.As such,the Compensation Committee does not time the grants of equity incentives to the release ofmaterial non-public information.The exercise price of stock options is the closing price of our commonstock on the date of grant.The exception is grants to executives who are promoted or hired from ou

317、tside the Companyduring the year.These executives may receive compensation changes or equity grants effective or dated,asapplicable,as of the date of their promotion,hiring date,or other Board approval date.Determination of CEO CompensationAt the February meeting,in executive session without the CEO

318、 present,the CompensationCommittee also reviews and evaluates CEO performance,and determines performance achievement levels,for the prior fiscal year.The Compensation Committee also reviews competitive compensation data fromthe peer group companies.The Compensation Committee typically approves,or pr

319、esents payrecommendations for the CEO to the Board,excluding the CEO,for approval.If applicable,duringexecutive session,the Board conducts its own review and evaluation of the CEOs performance taking intoconsideration the recommendations of the Compensation Committee.Base SalaryAnnual base salaries

320、compensate our executive officers for fulfilling the requirements of theirrespective positions and provide them with a level of cash income predictability and stability with respectto a portion of their total compensation.The Compensation Committee determines base salaries for theNEOs and other exec

321、utives based on a number of factors,including but not limited to,the CompensationCommittees understanding of executive pay practices,individual performance,Company performance andmanagement recommendations(except with respect to the CEO).For 2017,based on a thorough review of competitive market data

322、 and internal alignment of totalcompensation opportunity,the Compensation Committee set the base salaries set forth in the table below.Mr.Bradys adjustment moved his salary closer to similar NEOs at peer companies.The 2017 base salariesfor Messrs.Hill,Harris,Evans,and Rauh also reflect a one-time sa

323、lary adjustment that was provided in34Compensation Elementsconnection with the elimination of substantially all perquisites in 2017.Mr.Brady did not previouslyreceive significant perquisites.2017 Base Salary2016 to 2017 IncreaseThomas W.Hill$826,9563%Michael J.Brady425,00011%Brian J.Harris550,0006%M

324、.Shane Evans420,7875%Douglas C.Rauh550,0006%Annual Cash IncentivesEach NEO was eligible to earn an annual incentive under our Short-Term Incentive Plan(theSTIP)based upon the achievement of performance targets approved by the Board at the Februarymeeting.2017 Target Annual Incentive Award Opportunit

325、ies.At the start of each fiscal year,the Boardapproves annual incentive compensation targets,as a percentage of base salary,based on theunderstanding of the Board of competitive executive pay practices,managements recommendations andother relevant factors.The 2017 annual incentive targets,as a perce

326、ntage of base salary,for our NEOswere consistent with our 2016 targets and were as follows:Target BonusThomas W.Hill140%Michael J.Brady60%Brian J.Harris75%M.Shane Evans60%Douglas C.Rauh75%2017 Annual Incentive Metrics.For corporate NEOs(Messrs.Hill,Brady,Harris and Rauh),theperformance metrics appro

327、ved for fiscal 2017 were(i)corporate earnings before interest,taxes,depreciation,depletion and amortization(EBITDA),as defined by the Board,which is defined asEBITDA,as adjusted to exclude accretion,loss on debt financings,tax receivable agreement expense,income from discontinued operations and cert

328、ain non-cash and non-operating items plus the EBITDAcontribution of certain recent acquisitions,(ii)operating cash flow,which approximates annual cash flowexceeding capital transactions and acquisitions,(iii)safety metrics,and(iv)personal objectives,which varyby individual.Mr.Brady was also subject

329、to acquisition related metrics,including acquisition spend andacquisition EBITDA performance.For Mr.Evans,the approved performance metrics included(i)corporate EBITDA,(ii)segment EBITDA,(iii)segment cash flow,(iv)segment safety and(v)personalobjectives.The Board has discretion to adjust the financia

330、l metrics to reflect merger,acquisition ordivestiture activity during the fiscal year.In 2017,as further discussed below,the metrics were adjusted toreflect acquisitions completed during the year and the financial impact of Hurricane Harvey on theCompanys operations.35For 2017,performance metrics an

331、d weightings were as follows:OperatingSafety/PersonalEBITDACash FlowAcquisition(2)ObjectivesPrimary Personal ObjectivesThomas W.50%20%10%20%Deliver on or over budget operationsHillimprovementProgress on developing a ready-mix concreteperformance teamAchieve minimum acquisition spend andacquisition p

332、erformanceImprove investor relations functionProgress on management succession planningMichael J.50%10%20%20%Achieve minimum acquisition spendBradyAchieve performance levels for 2016 and 2017acquisitions consistent with investment thesisContinue to build the Development teamDrive senior leadership t

333、eam involvementBrian J.50%20%10%20%Increase interactions with Board membersHarrisContinue to develop a robust investor relationsfunctionProvide overall direction to the informationtechnology groupEvaluate the possibility of using a balancedscorecard approach to achieve greateralignment in strategic executionIncrease engagement with operating companiesM.Shane60%20%10%10%Continue to drive pricing,co