UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2021
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Masonite International Corporation
(Exact name of registrant as specified in its charter)
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| British Columbia, Canada | 001-11796 | 98-0377314 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
2771 Rutherford Road
Concord, Ontario L4K 2N6 Canada
(Address of principal executive offices)
(800) 895-2723
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Common Stock (no par value) | DOOR | New York Stock Exchange | ||||||
| (Title of class) | (Trading symbol) | (Name of exchange on which registered) | ||||||
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-4(c)) | ||||
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).
| ☐ | 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 2.02 | Results of Operations and Financial Condition. | ||||
On August 9, 2021, Masonite International Corporation (the “Company”) issued a press release announcing its financial results for the three and six months ended July 4, 2021. A copy of the press release is being furnished as Exhibit 99.1 and is hereby incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 8.01 | Other Events. | ||||
On August 9, 2021, the Company's Board of Directors approved an additional share repurchase program pursuant to which the Company may repurchase from time to time up to $210 million of its outstanding common shares. On August 9, 2021, the Company issued a press release announcing the additional share repurchase program. A copy of the press release is being furnished as Exhibit 99.2 and is hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| Exhibit No. | Description | ||||||||||
| Press release issued by Masonite International Corporation on August 9, 2021 | |||||||||||
| Press release issued by Masonite International Corporation on August 9, 2021 | |||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||||||||
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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.
| MASONITE INTERNATIONAL CORPORATION | ||||||||||||||
| Date: | August 9, 2021 | By: | /s/ Robert E. Lewis | |||||||||||
| Name: | Robert E. Lewis | |||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||||||||
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