Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2021, the Board of Directors (the "Board") of Cornerstone Building
Brands, Inc. (the "Company") increased the size of the Board from thirteen (13)
directors to fourteen (14) directors.
On August 19, 2021, in connection with the newly created vacant Board seat, the
Board appointed Ms. Judith Reinsdorf as a Class II director of the Company and
appointed Ms. Reinsdorf to serve on the Compensation Committee and Affiliate
Transactions Committee of the Board. In connection with its decision to appoint
Ms. Reinsdorf to the Board, the Board determined that Ms. Reinsdorf will be an
"independent" director, as independence is defined in Rule 10A-3 of the
Securities Exchange Act of 1934, as amended, and under NYSE listing standards.
Ms. Reinsdorf, along with the other Class II directors, will stand for
re-election at the Company's annual meeting of stockholders in 2022.
Ms. Reinsdorf will receive compensation in accordance with the Company's
standard director compensation arrangements as described in the Company's
Definitive Proxy Statement, filed with the Securities and Exchange Commission
(the "SEC") on April 20, 2021. In connection with her appointment, Ms. Reinsdorf
will enter into a standard indemnification agreement with the Company, which
form is filed as Exhibit 10.7 to the Company's Current Report on Form 8-K
filed with the SEC on October 26, 2009, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 19, 2021, the Company issued a press release regarding the appointment
of Ms. Reinsdorf to the Board. A copy of the Company's press release is attached
as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 are furnished and shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and such information shall not be deemed to be
incorporated by reference into any of the Company's filings under the Exchange
Act or the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release dated August 19, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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