MasterBrand, Inc.

8-K · d247476d8k.htm

0001941365 2026-06-04 2026-06-04
  
  
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  
  

 FORM 8-K
  
  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 4, 2026
  
  

 MasterBrand, Inc.
 (Exact name of registrant as specified in its charter)
  
  

  

 Delaware
  
 001-41545
  
 88-3479920

 (State or Other Jurisdiction
of Incorporation)
  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 3300 Enterprise Parkway , Suite 300
 Beachwood , Ohio

  
 44122

 (Address of Principal Executive Offices)
  
 (Zip Code)

 877 - 622-4782
 (Registrant’s telephone number, including area code)
  
  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  

  
 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

  
 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

  
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

  
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
  

 Title of each class

  
 Trading
 Symbol

  
 Name of each exchange
 on which registered

 Common Stock, $0.01 par value
  
 MBC
  
 New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 Emerging growth company  ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
  
  
  

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

 On June 4, 2026, MasterBrand, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 13, 2026, the record date for holders of shares of common stock, par value $0.01 per share (the “Shares”), entitled to vote at the Annual Meeting, there were 127,982,461 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 113,116,411, or approximately 88.4% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each matter.
 Proposal 1 – Election of three director nominees to serve three-year terms.
  

 Nominee

   
 Votes For
  
   
 Votes
Against
  
   
 Abstentions
  
   
 Broker
 Non-Votes
  

 Ann Fritz Hackett

   
  
 99,471,548
  
   
  
 1,596,328
  
   
  
 528,311
  
   
  
 11,520,224
  

 R. David Banyard, Jr.

   
  
 100,608,637
  
   
  
 467,406
  
   
  
 520,144
  
   
  
 11,520,224
  

 Philip Fracassa

   
  
 100,765,328
  
   
  
 263,363
  
   
  
 567,496
  
   
  
 11,520,224
  

 The shareholders elected each of the nominees as directors.
 Proposal 2 – Advisory vote on the Company’s 2025 Named Executive Officer compensation.
  

  
   
 Votes For
  
   
 Votes
Against
  
   
 Abstentions
  
   
 Broker
 Non-Votes
  

 Votes Cast

   
  
 98,960,374
  
   
  
 1,931,187
  
   
  
 704,626
  
   
  
 11,520,224
  

 The shareholders approved the Company’s 2025 Named Executive Officer compensation.
 Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
  

  
   
 Votes For
  
   
 Votes
Against
  
   
 Abstentions
  

 Votes Cast

   
  
 112,161,309
  
   
  
 360,108
  
   
  
 594,994
  

 The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

 MASTERBRAND, INC.

 /s/ R. David Banyard, Jr.

 R. David Banyard, Jr.

 President & Chief Executive Officer

 Date: June 4, 2026