UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 6, 2023
MASTERBRAND, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41545 | | 88-3479920 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
One MasterBrand Cabinets Drive Jasper, Indiana | | 47546 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 812-482-2527
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:
| ☐ | 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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | MBC | | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2023, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 10, 2023, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 128,491,606 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 113,195,436 or approximately 88.09% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. There were four matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.
Proposal 1 – Election of two director nominees to serve three-year terms.
| Nominee | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| R. David Banyard | | 103,527,284 | | 189,897 | | 179,847 | | 9,298,408 |
| Ann Fritz Hackett | | 103,484,195 | | 180,179 | | 232,654 | | 9,298,408 |
The shareholders elected each of the nominees as directors.
Proposal 2 – Advisory vote on the Company’s 2022 Named Executive Officer compensation.
| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Votes Cast | | 97,360,840 | | 6,184,981 | | 351,207 | | 9,298,408 |
The shareholders voted to approve the Company’s Named Executive Officer compensation.
Proposal 3 – Advisory vote on the Say-on-Frequency Proposal.
| | | One Year | | Two Years | | Three Years | | Abstain |
| Votes Cast | | 100,830,669 | | 106,615 | | 2,805,890 | | 153,854 |
The shareholders voted for a say-on-pay vote frequency of one year.
Proposal 4 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.
| | | Votes For | | Votes Against | | Abstentions |
| Votes Cast | | 112,831,985 | | 235,844 | | 127,607 |
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023.
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.
| | MASTERBRAND, INC. |
| | |
| | /s/ R. David Banyard, Jr. |
| | R. David Banyard, Jr. |
| | President & Chief Executive Officer |
Date: June 9, 2023
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