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 onMay 13, 2021 , the Company's shareholders approved theMasonite 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 theSecurities and Exchange Commission onMarch 26, 2021 (the "Proxy Statement") under the heading "Proposal 4 - Approval of theMasonite 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. OnMay 13, 2021 , the Company held the Annual Meeting online and at1205 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 ofErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingJanuary 2, 2022 . For Against Abstain Broker Non-Votes 22,996,355 431 17,413 0 2
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Proposal 4 - Approval of the
The
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
Employees (May 2021) 10.2 (b) Form of Performance Restricted Stock Unit
Agreement pursuant to the Masonite
International Corporation 2021 Omnibus
Incentive Plan for
Employees (May 2021) 10.2 (c) Form of Stock Appreciation Rights Agreement
pursuant to the Masonite
International Corporation 2021 Omnibus
Incentive Plan for
Employees (May 2021) 10.2 (d) Form of Restricted Stock Unit Agreement
pursuant to the Masonite
International Corporation 2021 Omnibus
Incentive Plan for
Directors (May 2021 ) 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
3
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