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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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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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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 Matter to a Vote of Security Holders. |
On April 15, 2021, Owens Corning (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The record date for shareholders entitled to notice of, and to vote at, the Annual Meeting was February 16, 2021. At the close of business on that date, the Company had 104,926,383 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. At the Annual Meeting, three proposals were submitted to the Company’s shareholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 11, 2021. The final voting results were as follows:
Proposal 1
The Company’s shareholders elected the following directors to serve for a term expiring at the 2022 Annual Meeting of Shareholders. The voting results are set forth below:
| DIRECTORS |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Brian D. Chambers |
85,799,371 | 7,383,022 | 359,203 | 2,985,808 | ||||||||||
| Eduardo E. Cordeiro |
92,896,160 | 596,581 | 48,855 | 2,985,808 | ||||||||||
| Adrienne D. Elsner |
93,427,913 | 69,177 | 44,506 | 2,985,808 | ||||||||||
| Alfred E. Festa |
93,235,228 | 256,260 | 50,108 | 2,985,808 | ||||||||||
| Edward F. Lonergan |
92,392,963 | 1,104,965 | 43,668 | 2,985,808 | ||||||||||
| Maryann T. Mannen |
93,423,139 | 84,150 | 34,307 | 2,985,808 | ||||||||||
| Paul E. Martin |
93,245,819 | 242,965 | 52,812 | 2,985,808 | ||||||||||
| W. Howard Morris |
92,139,122 | 1,352,528 | 49,946 | 2,985,808 | ||||||||||
| Suzanne P. Nimocks |
92,151,949 | 1,353,313 | 36,334 | 2,985,808 | ||||||||||
| John D. Williams |
92,595,292 | 912,818 | 33,486 | 2,985,808 | ||||||||||
Proposal 2
The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021. The voting results are set forth below:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAIN |
BROKER NON-VOTES | |||
| 95,254,774 |
1,233,141 | 39,489 | — |
Proposal 3
The Company’s shareholders approved, on an advisory basis, named executive officer compensation. The voting results are set forth below:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAIN |
BROKER NON-VOTES | |||
| 84,042,320 |
9,200,359 | 298,917 | 2,985,808 |
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.
| OWENS CORNING | ||||||
| April 21, 2021 | By: | /s/ Kenneth S. Parks | ||||
| Kenneth S. Parks Executive Vice President and Chief Executive Officer | ||||||
