Date of Report (Date of earliest event reported): May 12, 2022
________________________________________
Masonite International Corporation
(Exact name of registrant as specified in its charter)
________________________________________
British Columbia, Canada
001-11796
98-0377314
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2771 Rutherford Road
Concord, OntarioL4K 2N6Canada
(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)
________________________________________
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:
☐
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 5.07
Submission of Matters to a Vote of Security Holders.
On May 12, 2022, the Company held the 2022 Annual General Meeting of Shareholders (the "Annual Meeting") online and at 1205 East 5th Avenue, Tampa, Florida. A total of 21,211,587 shares of the Company’s common stock, out of a total of 22,564,530 shares of the Company’s common shares outstanding and entitled to vote as of the record date, were present in person or represented by proxies. Each of the proposals is described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.
Proposal 1 - Election of Directors
The following directors were elected to the Company’s Board of Directors at the Annual Meeting to serve as Directors until the Company’s 2023 Annual General Meeting of shareholders and until their respective successors are duly elected and qualified:
Votes For
Votes Withheld
Broker Non-Votes
Howard C. Heckes
20,451,364
240,846
519,377
Jody L. Bilney
20,032,127
660,083
519,377
Robert J. Byrne
20,420,544
271,666
519,377
Peter R. Dachowski
20,526,202
166,008
519,377
Jonathan F. Foster
20,166,427
525,783
519,377
Daphne E. Jones
20,398,188
294,022
519,377
William S. Oesterle
20,517,017
175,193
519,377
Barry A. Ruffalo
20,584,357
107,853
519,377
Francis M. Scricco
20,056,642
635,568
519,377
Jay I. Steinfeld
20,543,078
149,132
519,377
Proposal 2 - Advisory Vote on Executive Compensation
The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.
For
Against
Abstain
Broker Non-Votes
19,791,715
884,696
15,799
519,377
Proposal 3 - Appointment of Independent Registered Public Accounting Firm
The shareholders voted at the Annual Meeting to approve the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2023.
For
Against
Abstain
Broker Non-Votes
21,198,150
10,545
2,892
0
2
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:
May 16, 2022
By:
/s/ James C. Pelletier
Name:
James C. Pelletier
Title:
Senior Vice President, General Counsel and Secretary
