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): February 19, 2024
JELD-WEN HOLDING, INC.
(Exact name of registrant as specified in its charter)
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| 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2024, Suzanne Stefany notified the board of directors (the “Board”) of JELD-WEN Holding, Inc. (the “Company”) of her decision not to stand for reelection to the Board at the expiration of her current term at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Ms. Stefany’s decision not to stand for reelection is not the result of any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise.
On February 19, 2024, the Board increased the size of the Board from ten to eleven directors and appointed Antonella B. Franzen to serve as a director of the Company, each effective March 1, 2024. Ms. Franzen will receive cash and equity compensation in accordance with the Company’s Non-Employee Director Compensation Policy.
There is no arrangement or understanding between Ms. Franzen and any other person pursuant to which she was selected as a director, and she does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed at this time under Item 404(a) of Regulation S-K. There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Ms. Franzen and any of the Company’s directors or executive officers, or persons nominated or chosen to become a director or an executive officer.
Upon the expiration of Ms. Stefany’s term at the 2024 Annual Meeting, the size of the Board will immediately be decreased from eleven directors to ten directors.
Item 7.01 Regulation FD Disclosure.
On February 21, 2024, the Company issued a press release announcing the appointment of Ms. Franzen to the Board, effective March 1, 2024, and Ms. Stefany’s decision to not stand for reelection to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | Description |
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| 99.1 | |
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL).
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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.
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| Date: February 21, 2024 | | | | JELD-WEN HOLDING, INC. |
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| | | By: | /s/ James S. Hayes |
| | | | James S. Hayes |
| | | | Executive Vice President, General Counsel and Corporate Secretary |
