MBC 8-K
MasterBrand, Inc. (MBC)
8-K
2024-06-10
For: 2024-06-05
View Original
Added on
April 06, 2026
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 5, 2024
(Exact name of registrant as specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
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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-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(d) On June 6, 2024, the Board of Directors (the “Board”) of MasterBrand, Inc. (the “Company”), acting upon the recommendation of its Nominating, Environmental, Social
and Governance Committee, elected Catherine Courage as the newest member of the Board, effective immediately. Ms. Courage will serve on Class III of the Board and on the Board’s Audit Committee and Nominating, Environmental, Social and Governance
Committee. Ms. Courage will receive compensation payable to non-employee directors serving on the Board, consistent with the policies summarized under the caption “Non-Employee Director Compensation” in the Company’s annual proxy statements. There
are no arrangements or understandings between Ms. Courage and any other person, pursuant to which she was selected as a Director. There are no transactions in which Ms. Courage has an interest requiring disclosure under Item 404(a) of Regulation S-K. As a Class III Director, Ms. Courage would not have been up for election at the Company’s 2024 annual meeting and will stand for election at the Company’s 2025 annual meeting. Each of the Company’s directors serves until the election of a successor, removal or resignation.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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On June 5, 2024, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 12, 2024, the record date for holders of shares
of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 127,148,134 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 115,438,803 or approximately 90.8% 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 three 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 three director nominees to serve three-year terms.
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Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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David D. Petratis
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103,543,331
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2,895,723
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136,172
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8,863,577
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Juliana L. Chugg
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103,388,397
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3,058,388
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128,441
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8,863,577
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Patrick S. Shannon
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105,582,674
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851,249
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141,303
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8,863,577
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The shareholders elected each of the nominees as directors.
Proposal 2 - Advisory vote on the Company’s 2023 Named Executive Officer compensation.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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103,269,508
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3,067,309
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238,409
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8,863,577
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The shareholders voted to approve the Company’s Named Executive Officer compensation.
Proposal 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.
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Votes For
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Votes Against
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Abstentions
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114,517,262
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786,465
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135,076
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The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
| Item 7.01. |
Regulation FD Disclosure.
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On June 10, 2024, the Company issued a press release announcing the matters described under Item 5.02 of this Current Report on Form 8-K. Pursuant to Item 7.01 of Form
8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation
language in such filing, unless expressly incorporated by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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Press Release, dated June 10, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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MasterBrand, Inc.
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(Registrant)
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Date: June 10, 2024
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By:
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/s/ R. David Banyard, Jr.
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Name:
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R. David Banyard, Jr.
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Title:
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President & Chief Executive Officer
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Exhibit 99.1
MasterBrand Adds Catherine Courage to Board of Directors
BEACHWOOD, Ohio.--(BUSINESS WIRE)—June 10, 2024-- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today
announced that Catherine Courage was appointed to the Company’s Board of Directors effective as of June 6, 2024.
“We are pleased to announce Catherine’s appointment to our Board of Directors,” said Dave Banyard, President and Chief Executive Officer. “MasterBrand will benefit
from Catherine’s extensive background in technology and user experience as we continue to invest in our Tech Enabled initiatives and work to build a world class experience for our customers.”
Ms. Courage serves as Vice President at Google, leading a user experience and data science team that works on Google’s largest properties. Since taking on this role in
2016, she has led the team through major moments such as the shifts to more natural search through multi-modal input, augmented reality in commerce, and generative AI. Prior to her current role, Ms. Courage led user experience for Google's Ads
business, overseeing the design and research of the full suite of products built for both customers and consumers. Before Google, Ms. Courage held numerous user experience leadership positions at DocuSign, Citrix, and Salesforce. Ms. Courage
serves on the boards of the California College of Arts and Insight Enterprises, a Fortune 500 enterprise technology company. She is also a C100 Charter Member supporting Canadian technology entrepreneurship through mentorship, partnership, and
investment.
Ms. Courage holds a BS from Memorial University of Newfoundland and a MASc degree in Industrial Engineering: Human Factors from the University of Toronto.
About MasterBrand:
MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry
products for the kitchen, bathroom and other parts of the home. MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium
cabinetry. These products are delivered through an industry-leading distribution network of over 4,400 dealers, major retailers and builders. MasterBrand employs
over 12,000 associates across more than 20 manufacturing facilities and offices. Additional information can be found at www.masterbrand.com.
Investor Relations:
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Source: MasterBrand, Inc.