UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2023, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 10, 2023, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 128,491,606 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 113,195,436 or approximately 88.09% 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 four 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 two director nominees to serve three-year terms.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| R. David Banyard | 103,527,284 | 189,897 | 179,847 | 9,298,408 | ||||
| Ann Fritz Hackett | 103,484,195 | 180,179 | 232,654 | 9,298,408 |
The shareholders elected each of the nominees as directors.
Proposal 2 – Advisory vote on the Company’s 2022 Named Executive Officer compensation.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Votes Cast | 97,360,840 | 6,184,981 | 351,207 | 9,298,408 |
The shareholders voted to approve the Company’s Named Executive Officer compensation.
Proposal 3 – Advisory vote on the Say-on-Frequency Proposal.
| One Year | Two Years | Three Years | Abstain | |||||
| Votes Cast | 100,830,669 | 106,615 | 2,805,890 | 153,854 |
The shareholders voted for a say-on-pay vote frequency of one year.
Proposal 4 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.
| Votes For | Votes Against | Abstentions | ||||
| Votes Cast | 112,831,985 | 235,844 | 127,607 |
The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023.
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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 9, 2023
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