Excerpts from Proxy Statement on Schedule 14A For 2010 Annual Meeting of
Stockholders of BlueLinx Holdings, Inc., filed on April 16, 2010
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Review and Approval or Ratification of Related Person Transactions
Our law department and Corporate Secretary are primarily responsible for identifying and reviewing
relationships and transactions in which the Company and our directors, executive officers, certain of our
stockholders or their immediate family members are participants to determine whether any of these “related
persons” had or will have a direct or indirect material interest. In order to identify potential related person
transactions, our law department annually prepares and distributes to all directors and executive officers a written
questionnaire which includes questions intended to elicit information about any related person transactions.
Information regarding transactions with related persons or any violation of policy, including transactions involving
a potential conflict of interest in violation of our Code of Ethical Conduct, may be anonymously reported by
employees through our Business Conduct and Ethics Hotline.
If a related person transaction is identified by the law department as one which must be reported in our Proxy
Statement pursuant to applicable SEC regulations, we present the transaction to the Audit Committee for its
review and approval or ratification. In evaluating related person transactions, our Audit Committee members
apply the same standards of good faith and fiduciary duty they apply to their general responsibilities as a
committee of the Board and as individual directors. The Audit Committee may approve a related person
transaction when, in its good faith judgment, the transaction is in the best interests of the Company.
Cerberus Capital Management, L.P., our equity sponsor, retains consultants that specialize in operations
management and support and who provide Cerberus with consul