In the battle for control of Beacon, QXO announced Wednesday a slate of 10 independent director nominees for election at Beacon’s 2025 annual meeting in May. The move directly challenges Beacon’s leadership after its board of directors rejected QXO’s unsolicited $11 billion tender offer.

QXO’s proposed nominees include former senior executives from major industrial and distribution companies, such as Owens Corning, FedEx, Dow, and Univar Solutions. 

“We are proposing a slate of high-caliber, independent director nominees who are astute at delivering value to shareholders of large public companies,” Brad Jacobs, QXO’s chairman and chief executive officer, said in a news release announcing the slate. 

“If elected, our nominees would give Beacon’s shareholders a direct voice in advocating for an independent evaluation of QXO’s proposal,” he added. 

Jacobs launched QXO’s tender offer on Jan. 27 at $124.25 per share, a 37% premium over Beacon’s 90-day average. The offer expires Feb. 24. QXO secured U.S. and Canadian antitrust clearance and urged Beacon to remove its poison pill measure.

“With committed financing in place and these necessary regulatory approvals secured, QXO is prepared to complete this acquisition and deliver immediate, compelling value to Beacon shareholders,” Jacobs said. “Beacon should remove its shareholder-unfriendly poison pill so shareholders can benefit from our premium all-cash offer."

QXO’s Strategic Push for Control

Jacobs — who assembled QXO’s C-suite with seasoned executives months before targeting Beacon — has a track record of attracting top-tier talent. The names on QXO’s proposed slate are no less impressive.

Nominees within the building materials sector include Sheree Bargabos, former president of Owens Corning’s roofing division; Stephen Newlin, former chairman and CEO of Univar Solutions and current chairman of Oshkosh Corp.; and Karel Czanderna, former president of Owens Corning’s building materials division. 

The slate also features Fortune 500 leaders like FedEx’s ex-CFO, Michael Lenz and Dow Inc.’s former president, Mauro Gregorio.

A spokesperson for QXO highlighted the expertise of the proposed board members, emphasizing that “100% of directors have industrial sector experience, 80% possess public board experience, 70% have building products distribution sector experience, 70% hold CEO or CFO experience, and 60% have M&A experience.” 

Beacon’s Defense: Growth vs. Premium

Beacon’s board of directors has remained steadfast that Jacobs’ offer significantly undervalues Beacon’s worth. “Beacon’s Board consists of 10 highly qualified directors — nine of whom are independent — who have been critical in overseeing the company’s successful execution of its Ambition 2025 plan,” the company said in a statement. 

Beacon cited its recent performance, including total shareholder returns exceeding 200% over the past five years and 11 consecutive quarters of record net sales, as evidence that its existing leadership is delivering strong results.

Beacon has characterized QXO’s latest move as a pressure tactic. 

“QXO’s director nominations appear to be an attempt to pressure Beacon’s board into accepting an unchanged offer price that significantly undervalues Beacon’s prospects for growth and value creation, which the Board previously rejected,” the company said in a statement. 

Beacon has urged shareholders to take no immediate action, pledging to evaluate QXO’s nominations and present its recommendations in its proxy statement before the company’s Investor Day meeting on March 13 in New York City.

QXO argues Beacon’s growth relies on inflation and acquisitions, noting its 7.7% organic revenue growth lags the peer median of 12.1%. Truist Securities maintains a $95 price target and a “Hold” rating on Beacon stock.

Proxy Mechanics 

Shareholders will decide Beacon’s leadership. QXO urges them to vote via its white proxy card, allowing selection from both companies’ slates. Beacon is expected to issue a blue proxy card to retain control. QXO also criticized Beacon’s delay in releasing 2028 financial projections until March 13.

“Shareholders deserve transparency now, not aspirational targets crafted under pressure,” Jacobs argued.

With the looming tender offer deadline, shareholders face a pivotal choice: back Beacon’s incumbent leadership or endorse QXO’s bid for transformative change. As Jacobs stated, “This is about letting shareholders decide — not a board that owns minimal stock and clings to flawed projections.” 

The divergent visions for the $800 billion building products sector could reshape the competitive landscape of the building products distribution market for years to come.

Beacon shares closed down $0.25 on Wednesday at $119.19; trade volume was moderate. The company will release its 2024 Q4 earnings on Feb. 27.