Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amended and Restated Certificate of Incorporation

At the 2020 Annual Meeting of Stockholders (the "Annual Meeting") of JELD-WEN Holding, Inc. (the "Company") held on May 7, 2020, the stockholders approved amendments to the Company's Restated Certificate of Incorporation to declassify the board of directors, eliminate supermajority voting provisions and grant stockholders the right to call a special meeting or to act by written consent (the "Amended and Restated Certificate of Incorporation"). The Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware on May 11, 2020. The foregoing description of the amendments is qualified in all respects by reference to the text of the Company's Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Second Amended and Restated Bylaws

On May 7, 2020, the stockholders approved amendments to the Company's Amended and Restated Bylaws in order to declassify the board of directors, eliminate supermajority voting provisions and grant stockholders the right to call a special meeting or to act by written consent (the "Second Amended and Restated Bylaws"). The foregoing description of the amendments is qualified in all respects by reference to the text of the Company's Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

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

The Company held its Annual Meeting on May 7, 2020. The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was March 9, 2020. At the close of business on that date, the Company had 100,754,836 shares of common stock outstanding and entitled to be voted at the Annual Meeting. At the Annual Meeting, stockholders voted on the matters disclosed in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020. The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 - Approval of Amendments to Declassify the Board

Votes Cast For Votes Cast Against Abstain Broker Non-Votes 87,249,598 73,930

             515,926 2,502,804

Proposal No. 2 - Election of Class III Directors

At the Annual Meeting, the Company's stockholders elected the persons listed below as Class III directors for a one-year term expiring at the Company's 2021 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal:

Directors Votes Cast For Votes Withheld Broker Non-Votes Suzanne L. Stefany 84,608,742 3,230,712 2,502,804 Bruce M. Taten 85,688,968 2,150,486 2,502,804 Roderick C. Wendt 86,364,635 1,474,819 2,502,804

Proposal No. 3 - Approval of Amendments to Eliminate Supermajority Voting Provisions

Votes Cast For Votes Cast Against Abstain Broker Non-Votes 86,484,870 869,036

            485,548 2,502,804





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Proposal No. 4 - Approval of Amendments to Create Right of Stockholders to Call a Special Meeting

Votes Cast For Votes Cast Against Abstain Broker Non-Votes 87,315,321 16,410

             507,723 2,502,804

Proposal No. 5 - Approval of Amendments to Create Right of Stockholders to Take Action by Written Consent

Votes Cast For Votes Cast Against Abstain Broker Non-Votes 86,483,679 848,968

            506,807 2,502,804

Proposal No. 6 - Non-Binding Advisory Vote on Executive Compensation

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 86,005,255 1,316,216 517,983 2,502,804

Proposal No. 7 - Ratification of Independent Auditor

The Company's stockholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company's independent auditor for fiscal year 2020.



Votes Cast For Votes Cast Against Abstentions
89,282,925     553,906            505,427

There were no other items of business raised during the meeting and the meeting was duly adjourned.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.


Exhibit No.                         Description



3.1           Amended and Restated Certificate of Incorporation
3.2           Second Amended and Restated Bylaws
104         Cover Page Interactive Data file (formatted as Inline XBRL).

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