Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers OnJanuary 14, 2021 , the Board of Directors (the "Board") ofMasonite International Corporation (the "Company") appointedJohn H. Chuang as a director, effective immediately, to fill the existing vacancy on the Board.Mr. Chuang was also appointed to theHuman Resources and Compensation Committee of the Board at the same time.Mr. Chuang is the co-founder and CEO of Aquent, a global workforce solutions provider.Mr. Chuang is eligible to participate in the Company's non-employee director compensation program, which consists of equity and cash compensation, as described on page 23 of the Company's Proxy Statement filed with theSecurities and Exchange Commission (the "SEC") onMarch 27, 2020 , relating to the Company's 2020 annual general meeting of shareholders, except that his annual equity retainer of restricted stock units will be$100,000 (increased from$90,000 ) in accordance with a change approved by the Board effectiveJanuary 1, 2020 for all non-employee directors other than the Chairman of the Board. In addition,Mr. Chuang entered into the Company's standard indemnification agreement, the form of which was filed as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year endedDecember 29, 2019 filed with theSEC onFebruary 20, 2020 . There are no arrangements or understandings betweenMr. Chuang and any other persons pursuant to which any of them were selected as a director of the Company.Mr. Chuang has no direct or indirect material interest in any transaction or currently proposed transaction in which the Company is a participant that is required to be reported under Item 404(a) of Regulation S-K. OnJanuary 14, 2021 , the Company issued a press release announcing the appointment ofMr. Chuang to the Board of Directors. A copy of the press release is filed with this Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits Exhibit No. Description 99.1 Press release issued byMasonite International Corporation onJanuary 14, 2021 104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101) 2
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