Item 5.07. Submission of Matters to a Vote of Security Holders.

Masco Corporation (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on May 12, 2020. At the Annual Meeting, Company stockholders elected four Class II directors, approved the compensation paid to the Company's named executive officers ("say-on-pay") and ratified the selection of the Company's independent auditors. The votes cast on each of the three proposals are set forth below. As of the record date, 263,755,373 shares of Company common stock were outstanding and entitled to vote.



Proposal 1: The election of four Class II directors to serve until the Annual
Meeting in 2023.

                          Votes For  Votes Against Abstentions Broker Non-Votes

Keith J. Allman 220,666,351 3,139,787 108,231 14,253,458 J. Michael Losh 199,823,828 19,159,485 4,931,056 14,253,458 Christopher A. O'Herlihy 222,291,052 1,349,305 274,012 14,253,458 Charles K. Stevens, III 219,519,231 4,232,361 162,777 14,253,458

Proposal 2: A non-binding advisory vote to approve the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related material disclosed in the Proxy Statement.

Votes For Votes Against Abstentions Broker Non-Votes 215,397,867 8,274,814 241,688 14,253,458

Proposal 3: The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2020.



 Votes For  Votes Against Abstentions
220,631,752  17,389,917     146,158




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