Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

JELD-WEN Holding, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on April 28, 2022. At the Annual Meeting, the Company's stockholders approved an amendment to the Company's 2017 Omnibus Equity Plan to add 2,400,000 shares. The amendment, which became effective upon stockholder approval, was previously approved by the Company's Board of Directors, subject to stockholder approval, based upon the recommendation of the Compensation Committee of the Board. The foregoing summary of the amendment is qualified in its entirety by reference to the full text of the 2017 Omnibus Equity Plan, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

On May 4, 2022, the Company announced that Daniel Castillo, EVP and President, North America, will be resigning from that position, effective May 24, 2022, to pursue a different opportunity. His resignation is not related to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

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

At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation ("Charter") to remove the waiver of corporate opportunities available to the Company's former sponsor, Onex Corporation. The Company filed its Charter with the Secretary of State of the State of Delaware on May 2, 2022. In addition, on April 28, 2022, the Board approved amendments to the Company's Third Amended and Restated Bylaws ("Bylaws") to clarify certain requirements under its advance notice provisions. The foregoing summaries of the Company's Charter and Bylaws are qualified in their entirety by reference to the full text of the documents, copies of which are filed hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

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

The Company's Annual Meeting was held on April 28, 2022. There were 90,038,385 shares of common stock entitled to vote at the meeting and 81,869,485 shares were voted in person or by proxy (approximately 90.92% of shares entitled to vote). The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 - Election of Directors

At the Annual Meeting, the Company's stockholders elected the persons listed below for a one-year term expiring at the Company's 2023 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
Tracey I. Joubert       80,528,503          330,456           1,010,526
Cynthia Marshall        80,085,429          773,530           1,010,526
Gary S. Michel          78,695,649         2,163,310          1,010,526
David G. Nord           80,528,286          330,673           1,010,526
Suzanne L. Stefany      79,424,119         1,434,840          1,010,526
Bruce M. Taten          79,952,679          906,280           1,010,526
Roderick C. Wendt       80,527,227          331,732           1,010,526
Steven E. Wynne         80,333,861          525,098           1,010,526

Proposal No. 2 - Non-Binding Advisory Vote on Executive Compensation

The Company's stockholders approved the non-binding, advisory vote on the compensation paid to our named executive officers.



 Votes Cast For    Votes Cast Against   Abstentions     Broker Non-Votes
   78,637,359          2,200,649           20,951          1,010,526

--------------------------------------------------------------------------------

Proposal No. 3 - Ratification of Independent Auditor

The Company's stockholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company's independent auditor for fiscal 2022.

Votes Cast For Votes Cast Against Abstentions


   81,249,440           611,372            8,673

Proposal No. 4 - Approval of Amendment to Charter

The Company's stockholders approved the proposed amendment to the Company's Charter to remove the waiver of corporate opportunities available to the Company's former sponsor, Onex Corporation, and is no longer applicable.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes


   80,833,531            9,439             15,989          1,010,526

Proposal No. 5 - Approval of Amendment to 2017 Omnibus Equity Plan

The Company's stockholders approved the proposed amendment to increase the number of shares available for issuance by 2,400,000 shares.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes


   78,041,710          2,805,103           12,146          1,010,526

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                      Second Amended and Restated Certificate of Incorporation of JELD-WEN
                       Holding, Inc.
3.2                      Third Amended and Restated Bylaws of JELD-WEN Holding, Inc.
10+                    JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan (incorporated herein by
                       reference to Exhibit B of the Company's Definitive Proxy Statement on
                       Schedule 14A, filed on March 18, 2022).
104                    Cover Page Interactive Data file (formatted as Inline XBRL).
+                      Indicates management contract or compensatory plan.

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