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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