8-K

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 5, 2024

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)

Not Applicable

(Former name or former address, if changed since last report)

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 Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 6, 2024, the Board of Directors (the “Board”) of MasterBrand, Inc. (the “Company”), acting upon the recommendation of its Nominating, Environmental, Social and Governance Committee, elected Catherine Courage as the newest member of the Board, effective immediately. Ms. Courage will serve on Class III of the Board and on the Board’s Audit Committee and Nominating, Environmental, Social and Governance Committee. Ms. Courage will receive compensation payable to non-employee directors serving on the Board, consistent with the policies summarized under the caption “Non-Employee Director Compensation” in the Company’s annual proxy statements. There are no arrangements or understandings between Ms. Courage and any other person, pursuant to which she was selected as a Director. There are no transactions in which Ms. Courage has an interest requiring disclosure under Item 404(a) of Regulation S-K. As a Class III Director, Ms. Courage would not have been up for election at the Company’s 2024 annual meeting and will stand for election at the Company’s 2025 annual meeting. Each of the Company’s directors serves until the election of a successor, removal or resignation.

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

On June 5, 2024, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 12, 2024, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 127,148,134 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 115,438,803 or approximately 90.8% 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 such matter.

Proposal 1 - Election of three director nominees to serve three-year terms.

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
David D. Petratis	103,543,331	2,895,723	136,172	8,863,577
Juliana L. Chugg	103,388,397	3,058,388	128,441	8,863,577
Patrick S. Shannon	105,582,674	851,249	141,303	8,863,577

The shareholders elected each of the nominees as directors.

Proposal 2 - Advisory vote on the Company’s 2023 Named Executive Officer compensation.

Votes For	Votes Against	Abstentions	Broker Non-Votes
103,269,508	3,067,309	238,409	8,863,577

The shareholders voted to approve the Company’s Named Executive Officer compensation.

Proposal 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.

Votes For	Votes Against	Abstentions
114,517,262	786,465	135,076

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

Item 7.01. Regulation FD Disclosure.

On June 10, 2024, the Company issued a press release announcing the matters described under Item 5.02 of this Current Report on Form 8-K. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated June 10, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
	(Registrant)
Date: June 10, 2024	By:	/s/ R. David Banyard, Jr.
	Name:	R. David Banyard, Jr.
	Title:	President & Chief Executive Officer

EX-99.1

Exhibit 99.1

MasterBrand Adds Catherine Courage to Board of Directors

BEACHWOOD, Ohio.--(BUSINESS WIRE)—June 10, 2024-- MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today announced that Catherine Courage was appointed to the Company’s Board of Directors effective as of June 6, 2024.

“We are pleased to announce Catherine’s appointment to our Board of Directors,” said Dave Banyard, President and Chief Executive Officer.  “MasterBrand will benefit from Catherine’s extensive background in technology and user experience as we continue to invest in our Tech Enabled initiatives and work to build a world class experience for our customers.”

Ms. Courage serves as Vice President at Google, leading a user experience and data science team that works on Google’s largest properties. Since taking on this role in 2016, she has led the team through major moments such as the shifts to more natural search through multi-modal input, augmented reality in commerce, and generative AI. Prior to her current role, Ms. Courage led user experience for Google's Ads business, overseeing the design and research of the full suite of products built for both customers and consumers. Before Google, Ms. Courage held numerous user experience leadership positions at DocuSign, Citrix, and Salesforce. Ms. Courage serves on the boards of the California College of Arts and Insight Enterprises, a Fortune 500 enterprise technology company. She is also a C100 Charter Member supporting Canadian technology entrepreneurship through mentorship, partnership, and investment.

Ms. Courage holds a BS from Memorial University of Newfoundland and a MASc degree in Industrial Engineering: Human Factors from the University of Toronto.

About MasterBrand:

MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. These products are delivered through an industry-leading distribution network of over 4,400 dealers, major retailers and builders. MasterBrand employs over 12,000 associates across more than 20 manufacturing facilities and offices. Additional information can be found at www.masterbrand.com.

Investor Relations:

Investorrelations@masterbrand.com

Media Contact:

Media@masterbrand.com

Source: MasterBrand, Inc.

XML

Document and Entity Information	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity File Number	001-41545
Entity Registrant Name	MasterBrand, Inc.
Entity Central Index Key	0001941365
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-3479920
Entity Address, Address Line One	3300 Enterprise Parkway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Beachwood
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44122
City Area Code	877
Local Phone Number	622-4782
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MBC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false