0001140361-22-046185.txt : 20221219 0001140361-22-046185.hdr.sgml : 20221219 20221219203200 ACCESSION NUMBER: 0001140361-22-046185 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221215 FILED AS OF DATE: 20221219 DATE AS OF CHANGE: 20221219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Banyard R David CENTRAL INDEX KEY: 0001660085 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41545 FILM NUMBER: 221472664 MAIL ADDRESS: STREET 1: MYERS INDUSTRIES INC. STREET 2: 1293 SOUTH MAIN STREET CITY: AKRON STATE: OH ZIP: 44301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MasterBrand, Inc. CENTRAL INDEX KEY: 0001941365 STANDARD INDUSTRIAL CLASSIFICATION: WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED) [2511] IRS NUMBER: 883479920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 BUSINESS ADDRESS: STREET 1: ONE MASTERBRAND CABINETS DRIVE CITY: JASPER STATE: IN ZIP: 47546 BUSINESS PHONE: 812-482-2527 MAIL ADDRESS: STREET 1: ONE MASTERBRAND CABINETS DRIVE CITY: JASPER STATE: IN ZIP: 47546 4 1 form4.xml X0306 4 2022-12-15 0001941365 MasterBrand, Inc. MBC 0001660085 Banyard R David ONE MASTERBRAND CABINETS DRIVE JASPER IN 47546 true true CEO & President Common Stock, par value $0.01 per share 2022-12-15 4 A 0 178034 0 A 201281 D Common Stock, par value $0.01 per share 2022-12-15 4 A 0 518946 0 A 720227 D Common Stock, par value $0.01 per share 2022-12-15 4 A 0 482234 0 A 1202461 D Stock option (right to buy) 8.58 2022-12-15 4 A 0 287600 0 A 2030-02-24 Common Stock 287600 287600 D Stock option (right to buy) 10.28 2022-12-15 4 A 0 79498 0 A 2030-12-07 Common Stock 79498 79498 D Stock option (right to buy) 10.76 2022-12-15 4 A 0 177063 0 A 2031-02-22 Common Stock 177063 177063 D Stock option (right to buy) 10.75 2022-12-15 4 A 0 173424 0 A 2032-02-28 Common Stock 173424 173424 D In connection with the separation of the Issuer from Fortune Brands Home & Security, Inc. ("FBHS"), effective December 14, 2022 (the "Spin-Off"), each FBHS shareholder received a pro-rata dividend in the form of one share of the Issuer's common stock ("Common Stock") for each share of FBHS common stock held by such shareholder on the record date of December 2, 2022. The shares of Common Stock reported herein include 23,247 shares acquired by the Reporting Person in connection with the Spin-Off, and such acquisition was exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act. In connection with the Spin-Off, each FBHS restricted stock unit ("RSU") held at the close of business on December 14, 2022 (the "Distribution Date") by any Cabinets Service Provider (as defined in the Employee Matters Agreement, dated December 14, 2022, filed as Exhibit 10.3 to the Form 8-K filed by the Issuer on December 15, 2022) was replaced with a substitute Issuer RSU in an amount equal to the number of FBHS RSUs multiplied by a fraction, the numerator of which is the volume-weighted average price of FBHS common stock on the trading day immediately prior to the Distribution Date, and the denominator of which is the volume-weighted average price of Common Stock on the trading day immediately following the Distribution Date. Each substitute Issuer RSU shall vest based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS RSU. In connection with the Spin-Off, each FBHS performance share award ("PSA") held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute Issuer RSU. Pursuant to the terms of the Employee Matters Agreement, the number of substitute Issuer RSUs was based on the number of FBHS PSAs that would have been earned based on the projected performance through the end of the performance period. These substitute Issuer RSUs shall vest on the last day of the performance period applicable to the corresponding FBHS PSA, subject to continued employment through the vesting date, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS PSA. In connection with the Spin-Off, the Reporting Person was granted 482,234 Issuer RSUs that vest 50% on December 15, 2024 and 50% on December 15, 2025, subject to the Reporting Person's continued employment with the Issuer. Each Issuer RSU represents a contingent right to receive one share of Common Stock. In connection with the Spin-Off, each FBHS stock option, whether vested or unvested, held at the close of business on the Distribution Date by any Cabinets Service Provider was replaced with a substitute option to purchase Common Stock with an equal Intrinsic Value (as defined in the Employee Matters Agreement). Each substitute option shall become exercisable and terminate based on the holder's continued employment or service with the Issuer, and shall otherwise have substantially the same terms and conditions as the corresponding FBHS stock option. The options vest in three equal annual installments beginning on February 28, 2021, subject to the Reporting Person's continued employment with the Issuer. The options vest in two equal annual installments beginning on December 7, 2022, subject to the Reporting Person's continued employment with the Issuer. The options vest in three equal annual installments beginning on February 28, 2022, subject to the Reporting Person's continued employment with the Issuer. The options vest in three equal annual installments beginning on February 28, 2023, subject to the Reporting Person's continued employment with the Issuer. Exhibit List: Exhibit 24: Power of Attorney /s/ Andrean Horton, attorney-in-fact for R. David Banyard, Jr. 2022-12-19 EX-24 2 brhc10045604_ex24.htm EXHIBIT 24
Exhibit 24

POWER OF ATTORNEY

For good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints Arthur McMahon, III, Bryar Brandvold, David Washbush, Andrean Horton, and any of their substitutes, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules or regulations promulgated thereunder (the “Exchange Act”);

(2)
execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Exchange Act), any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable to report the undersigned’s transactions in and holdings of the equity securities of MasterBrand, Inc., a Delaware corporation (the “Company”), for purposes of compliance with Section 16(a) of the Exchange Act, (collectively, “Documents”);

(3)
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the SEC and any stock exchange or similar authority; and

(4)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact (or such attorney-in-fact’s substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney-in-fact’s substitute or substitutes or the Company assuming, any of the undersigned’s responsibilities to comply with the Exchange Act. The undersigned agrees to defend and hold harmless each attorney-in-fact (and such attorney-in-fact’s substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless replaced by a subsequent executed power of attorney covering the matters contemplated hereby or earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 28th day of  November, 2022.

 
/s/ R. David Banyard, Jr.
   
 
R. David Banyard, Jr.

[Notary stamp omitted from as-filed version]