UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 28, 2020
JELD-WEN HOLDING, INC.
(Exact name of registrant as specified in its charter)
|
| | | | |
| | | | | |
| Delaware | | 001-38000 | | 93-1273278 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
2645 Silver Crescent Drive
Charlotte, North Carolina 28273
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704) 378-5700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
|
| |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
Securities Registered Pursuant to Section 12(b) of the Act: |
| | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock (par value $0.01 per share) | | JELD | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with other proactive measures being taken in response to the impacts of COVID-19, the named executive officers of JELD-WEN Holding, Inc. (the “Company”) have elected to reduce their 2020 base salaries by 25%, effective immediately and until June 30, 2020 or such later time as ratified by the Compensation Committee of the Board of Directors (the “Board”). The Compensation Committee approved these changes on March 28, 2020. In connection with these salary reductions, any written amendments to the existing Employment Agreements of the named executive officers will be filed with the Quarterly Report on Form 10-Q for the reporting period.
Item 7.01 Regulation FD Disclosure.
In response to COVID-19, the non-employee directors of the Company also have elected to reduce their annual cash fees and committee chair fees by 25%, effective immediately and until such time as the Board, upon the recommendation of the Governance and Nominating Committee, determines. In addition, other executive officers of the Company have agreed to reduce their base salaries, effective immediately and until June 30, 2020 or such later time as ratified by the Compensation Committee to help mitigate the financial impact of COVID-19.
The information included in this Item 7.01 shall not be deemed “filed” for the purposes of, or otherwise subject to, the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
| |
| | |
| Exhibit No. | Description |
| | |
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | | |
| | | | | |
| Date: April 1, 2020 | | | | JELD-WEN HOLDING, INC. |
| | | | |
| | | | By: | /s/ John Linker |
| | | | | John Linker |
| | | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
|
| |
| | |
| Exhibit No. | Description |
| | |
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL).
|
