Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


                 of Certain Officers; Compensatory Arrangements of Certain Officers.



At the 2021 Annual General Meeting of Shareholders (the "Annual Meeting") held
on May 13, 2021, the Company's shareholders approved the Masonite International
Corporation 2021 Omnibus Incentive Plan (the "Plan"). The Plan was previously
approved by the Company's Board of Directors, subject to shareholder approval.
The plan became effective as of such shareholder approval. A description of the
material features of the Plan is set forth in Company's definitive proxy
statement for the 2021 Annual Meeting filed with the Securities and Exchange
Commission on March 26, 2021 (the "Proxy Statement") under the heading
  "Proposal 4 - Approval of the Masonite International Corporation 2021 Omnibus
Incentive Plan,"   which is incorporated herein by reference. The description of
the Plan incorporated herein by reference does not purport to be complete and is
qualified in its entirety by reference to the full text of the Plan, which is
included as Appendix "A" to the Company's Proxy Statement, and incorporated by
reference as Exhibit 10.1 to this Form 8-K.


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



On May 13, 2021, the Company held the Annual Meeting online and at 1205 East 5th
Avenue, Tampa, Florida. A total of 23,014,199 shares of the Company's common
stock, out of a total of 24,540,316 shares of the Company's common shares
outstanding and entitled to vote as of the record date, were present in person
or represented by proxies. Each of the proposals is described in detail in the
Proxy Statement. The final results for the votes regarding each proposal are set
forth below.

Proposal 1 - Election of Directors



The following directors were elected to the Company's Board of Directors at the
Annual Meeting to serve as Directors until the Company's 2022 Annual General
Meeting of shareholders and until their respective successors are duly elected
and qualified:
                       Votes For    Votes Withheld     Broker Non-Votes
Howard C. Heckes       22,352,499       310,878            350,822
Jody L. Bilney         22,289,188       374,189            350,822
Robert J. Byrne        22,358,389       304,988            350,822
John H. Chuang         22,573,765       89,612             350,822
Peter R. Dachowski     22,477,228       186,149            350,822
Jonathan F. Foster     22,129,291       534,086            350,822
Daphne E. Jones        22,387,768       275,609            350,822
William S. Oesterle    22,462,740       200,637            350,822
Francis M. Scricco     22,092,653       570,724            350,822
Jay I. Steinfeld       22,655,546        7,831             350,822


Proposal 2 - Advisory Vote on Executive Compensation

The Company's shareholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement.


     For            Against        Abstain        Broker Non-Votes
  22,180,983        458,279        24,115             350,822


Proposal 3 - Appointment of Independent Registered Public Accounting Firm



The shareholders voted at the Annual Meeting to approve the appointment of Ernst
& Young LLP as the Company's independent registered public accounting firm for
the fiscal year ending January 2, 2022.

     For            Against        Abstain        Broker Non-Votes
  22,996,355          431          17,413                0




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Proposal 4 - Approval of the Masonite International Corporation 2021 Omnibus Incentive Plan

The Masonite International Corporation 2021 Omnibus Incentive Plan was approved by the Company's shareholders at the Annual Meeting.


     For            Against        Abstain        Broker Non-Votes
  21,527,507       1,119,937       15,933             350,822


Item 9.01 Financial Statements and Exhibits.




Exhibit No.                   Description

  10.    1                    Form of Masonite International Corporation 2021 Omnibus Incentive Plan
  10.2    (a)                 Form of Restricted Stock Unit Agreement pursuant to the Masonite
                              International Corporation 2021 Omnibus

Incentive Plan for United States


                              Employees (May 2021)
  10.2    (b)                 Form of Performance Restricted Stock Unit 

Agreement pursuant to the Masonite

International Corporation 2021 Omnibus 

Incentive Plan for United States


                              Employees (May 2021)
  10.2    (c)                 Form of Stock Appreciation Rights Agreement 

pursuant to the Masonite

International Corporation 2021 Omnibus 

Incentive Plan for United States


                              Employees (May 2021)
  10.2    (d)                 Form of Restricted Stock Unit Agreement 

pursuant to the Masonite

International Corporation 2021 Omnibus 

Incentive Plan for United States


                              Directors (May 2021)
104                           Cover Page Interactive Data File (embedded 

within the Inline XBRL document)


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