8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 12, 2015

  ________________________________________

Masonite International Corporation

(Exact name of registrant as specified in its charter)

  ________________________________________

British Columbia, Canada	001-11796	98-0377314
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2771 Rutherford Road Concord, Ontario, Canada	L4K 2N6
(Address of principal executive offices)	(Zip Code)

(800) 895-2723

(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 (see General Instruction A.2. below):

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

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

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

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

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

On October 12, 2015, Masonite International Corporation (the “Company”, “we” or “us”) issued a press release announcing that Russell Tiejema will be joining us as our Executive Vice President, Chief Financial Officer, effective November 2, 2015 and will assume the duties of principal financial officer and principal accounting officer effective November 16, 2015 .In those roles,Mr. Tiejema will replace Robert E. Lewis, the Company’s Senior Vice President, General Counsel and Corporate Secretary, who has been serving as the Company’s principal financial officer and principal accounting officer on an interim basis.

Mr. Tiejema, age 47, is joining us from Lennox International, where he has served as the Vice President of Finance and Chief Financial Officer of LII Residential, the largest reporting segment of Lennox International, since 2013. From 2011 to 2013 he served as the Vice President, Business Analysis & Planning, of Lennox International. Prior to joining Lennox in 2011, he spent 20 years with General Motors in a variety of financial leadership roles across a number of operating units and staffs, including Finance Director for GM Fleet & Commercial and Director of Financial Planning and Analysis.

In connection with accepting employment with us, on October 1, 2015, Mr. Tiejema signed an employment offer letter with us (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Tiejema’s annual base salary will be $400,000. In addition, Mr. Tiejema will be eligible to participate in our executive annual cash bonus plan in 2016, with a target annual bonus equal to 60% of his annual base salary. Mr. Tiejema will be eligible to receive a long-term equity incentive award pursuant to our annual equity program beginning with the grant to be made in 2016 with an annual target equity value of 125% of his annual base salary. In addition, Mr. Tiejema will be eligible to receive a sign-on bonus of $150,000 at the end of our first financial quarter in 2016, subject to his execution of our customary reimbursement agreement which provides for repayment of some or all of the sign-on bonus if Mr. Tiejema resigns from employment within two years after the commencement of his employment with us.Mr. Tiejema will also receive a new-hire equity award consisting of that number of time-vesting restricted stock units as is determined by dividing $700,000 by the closing price of our stock as of the date immediately preceding the date of his employment start date of November 2, 2015. This award is subject to time-vesting as to 25% on each of the first two anniversaries of the grant date and the remaining 50% on the third anniversary of the grant date and is otherwise subject to the terms and conditions of our 2012 Equity Incentive Plan and the applicable equity award agreement thereunder. Mr. Tiejema will also participate in our relocation program which includes a lump sum miscellaneous allowance of $30,000.

The foregoing description of the Offer Letter does not purport to be a complete description and is qualified in its entirety by the full text of the Offer Letter, which is filed as Exhibit 10.1 and is incorporated herein by reference.

Other than the terms of the Offer Letter described above, there are no arrangements or understandings between Mr. Tiejema and any other person pursuant to which he was selected to be an officer of the Company, nor is Mr. Tiejema a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On October 12, 2015, the Company issued a press release announcing that Russell Tiejema will be joining us as our Executive Vice President, Chief Financial Officer, effective November 2, 2015.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
Exhibit 10.1	Offer Letter dated September 29, 2015.
Exhibit 99.1	Press release issued by Masonite International Corporation on October 12, 2015.

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.

	MASONITE INTERNATIONAL CORPORATION
Date:	October 13, 2015	By:	/s/ Robert E. Lewis
		Name:	Robert E. Lewis
		Title:	Senior Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

September 29, 2015

Russell Tiejema

[Address]

Dear Russ:

I am extremely pleased to offer you the position of Executive Vice President & Chief Financial Officer of Masonite based in Tampa, FL. Details of your offer are as follows:

Position: =    Executive Vice President and Chief Financial Officer

Compensation: =Base Salary: $400,000 annually and paid bi-weekly

• Short-Term Incentive: Eligible to participate in the Management Incentive Plan (MIP) per the plan guidelines and as approved by Masonite’s Leadership Team and Board of Directors. Your current target eligibility is 60% of your salary. You will be eligible to participate in the 2016 plan payable in 2017 based on your expected start date of November 2, 2015.

• Long-Term Incentive New Hire Award: Upon hire you will be granted an Equity Award of Restricted Stock Units (RSUs) with a grant date value equal to $700,000. The number of RSUs will be calculated using Masonite’s closing stock price on the trading day immediately prior to the grant date. The RSUs will vest as follows: 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The RSUs will be subject to the terms and conditions of an RSU agreement that will be provided to you to sign and acknowledge upon your hire.

• Annual LTI Award: Your position makes you eligible for participation in our Annual Equity Award program, as approved by the Masonite Board of Directors, beginning with the 2016 grant expected to occur in February/March of 2016. The target for your position is currently 125% of your base salary. Details of this annual grant will be outlined in an Award Agreement that will be presented following the award.

Masonite Corporation

One Tampa City Center ▪ 201 N Franklin Street ▪ Suite 300 ▪ Tampa, FL 33602 • Telephone: (813) 877-2726

www.masonite.com

Page Two

September 29, 2015

• Sign-On Bonus: You will receive a one-time cash award bonus of $150,000, less applicable withholdings, payable at the end of Q1, 2016. This bonus will include a reimbursement agreement should you choose to leave the company prior to completing two years of employment. If you voluntarily terminate your employment within 24 months of the payment of the signing bonus, a sliding payback scale would be used. 0-12 months, 100%; 13-18 months, 75%; 19-24 months, 50% of the net amount to be paid back.

Additional: =Relocation: You are eligible for company assistance to relocate from your current residence to the Tampa area, through the Masonite Relocation Program “A”, which includes a tax-assisted lump sum miscellaneous allowance of $30,000, available once the relocation actions have been authorized. This program includes a reimbursement schedule. If voluntary termination occurs within 24 months of relocation, a sliding payback scale would be used. 0-12 months, 100%; 13-18 months, 75%; 19-24 months, 50% to be paid back.

• Full benefits package as per policy including participation in the company's 401k. Company match would begin at 1 year anniversary.

• Annual 20 days of vacation, prorated for monthly accrual.

Your offer is contingent upon the satisfactory completion of a drug screen and background check, and will require that you sign our Employee Confidentiality, Inventions and Intellectual Property Agreement. Further information in regard to the background and drug screening will be sent in a separate email from Linda Bothwell. Based on our discussion, I anticipate your start date will be November 2, 2015.

Russ, we look forward to having you join Masonite and our team. We are very confident that your experience and personal business style will solidly contribute to Masonite’s future success and that you will grow and develop from the opportunities that exist at Masonite.

Please indicate your acceptance of this offer by signing the enclosed employment offer document and scanning it directly to Linda Bothwell. Upon receipt, we will provide the pre-employment package and discuss the next steps.

Masonite Corporation

One Tampa City Center ▪ 201 N Franklin Street ▪ Suite 300 ▪ Tampa, FL 33602 • Telephone: (813) 877-2726

www.masonite.com

Page Three

September 29, 2015

To help you get acquainted with our company, please take a few minutes to explore our Mploy Orientation website at _____________________.

Please do not hesitate to call me with any questions you may have.

Sincerely,

Fred Lynch

President & Chief Executive Officer

cc:    Gail Auerbach

Employee file

Masonite Corporation

One Tampa City Center ▪ 201 N Franklin Street ▪ Suite 300 ▪ Tampa, FL 33602 • Telephone: (813) 877-2726

www.masonite.com

CONFIDENTIAL

EMPLOYMENT OFFER

Please indicate your acceptance of our offer for Executive Vice President & Chief Financial Officer with Masonite by signing below and returning to _______________, Masonite, One Tampa City Center, 201 N. Franklin Street, Suite 300, Tampa, FL 33602.

I accept the offer as outlined in the attached letter dated September 29, 2015.

Name Date

Masonite Corporation

One Tampa City Center ▪ 201 N Franklin Street ▪ Suite 300 ▪ Tampa, FL 33602 • Telephone: (813) 877-2726

www.masonite.com

EX-99.1

Exhibit 99.1

Contact: Joanne Freiberger

Vice President and Treasurer

813-739-1808

Investorrelations@masonite.com

MASONITE INTERNATIONAL CORPORATION NAMES RUSSELL TIEJEMA AS CHIEF FINANCIAL OFFICER

(Tampa, FL. October 12, 2015) Masonite International Corporation (NYSE: DOOR) today announced the appointment of Russell Tiejema as Executive Vice President and Chief Financial Officer effective November 2, 2015.

Mr. Tiejema is joining Masonite from Lennox International, a global leader in the heating, ventilation, air conditioning and refrigeration industry, where he has served as the Vice President of Finance and Chief Financial Officer of LII Residential, the largest reporting segment of Lennox International, since 2013. From 2011 to 2013 he served as the Vice President, Business Analysis & Planning, of Lennox International. Prior to joining Lennox in 2011, he spent 20 years with General Motors in a variety of financial leadership roles across a number of operating units and staffs, including Finance Director for GM Fleet & Commercial and Director of Financial Planning and Analysis.

“We are excited to have Russ join the Masonite team as our new CFO,” said Fred Lynch, President and CEO. “He brings with him a wealth of financial expertise in manufacturing related industries and a passion for excellence that will serve us well as we continue to execute our profitable growth strategy.”

About Masonite

Masonite International Corporation is a leading global designer and manufacturer of interior and exterior doors for the residential new construction; the residential repair, renovation and remodeling; and the non-residential building construction markets. Since 1925, Masonite has provided its

customers with innovative products and superior service at compelling values. Masonite currently serves more than 7,000 customers in 80 countries. Additional information about Masonite can be found at www.masonite.com.