2018.05.15 8-K Annual Meeting and Other Events


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): May 10, 2018 
  ________________________________________
masonitelogo.jpg
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))

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).
o
Emerging growth company
 
 
o
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.

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Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2018, Masonite International Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K disclosing that Daphne E. Jones, Thomas W. Greene, and William S. Oesterle had been appointed to the Company’s Board of Directors on February 26, 2018. On May 10, 2018, Daphne E. Jones was appointed to the Audit Committee of the Company, Thomas W. Greene, was appointed to the Corporate Governance and Nominating Committee of the Company, and William S. Oesterle was appointed to the Human Resources and Compensation Committee of the Company. The Board of Directors has determined that Ms. Jones and Messrs. Greene and Oesterle each meet all applicable independence requirements to serve on such committees, including those set forth in the Company’s Corporate Governance Guidelines, under the New York Stock Exchange rules, and under the rules and regulations of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 10, 2018, the Company held the 2018 Annual General Meeting of Shareholders (the “Annual Meeting”) at the University Club of Tampa in Tampa, Florida. A total of 25,355,540 shares of the Company’s common stock, out of a total of 28,002,045 shares of the Company’s common stock outstanding and entitled to vote as of the record date, were present in person or represented by proxies. Each of the proposals is described in detail in the Proxy Statement relating to the Annual Meeting filed with the SEC on March 26, 2018 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.

Proposal - Election of Directors
The following directors were elected to the Company’s Board of Directors at the Annual Meeting to serve as Directors until the Company’s 2019 Annual General Meeting of shareholders and until their respective successors are duly elected and qualified:
 
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Frederick J. Lynch
 
24,596,156
 
79,008
 
680,376
Jody L. Bilney
 
24,586,516
 
88,648
 
680,376
Robert J. Byrne
 
24,596,099
 
79,065
 
680,376
Peter R. Dachowski
 
24,606,047
 
69,117
 
680,376
Jonathan F. Foster
 
24,535,408
 
139,756
 
680,376
Thomas W. Greene
 
24,636,556
 
36,608
 
680,376
Daphne E. Jones
 
24,636,571
 
38,593
 
680,376
George A. Lorch
 
24,591,509
 
83,655
 
680,376
William S. Oesterle
 
24,636,556
 
38,608
 
680,376
Francis M. Scricco
 
24,583,040
 
92,124
 
680,376


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Proposal 2 - Advisory Vote on Executive Compensation
The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.

For
 
Against
 
Abstain
 
Broker Non-Votes
24,151,570
 
500,599
 
22,995
 
680,376

Proposal 3 - Appointment of Independent Registered Public Accounting Firm
The shareholders voted at the Annual Meeting to approve the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2018.

For
 
Against
 
Abstain
 
Broker Non-Votes
25,342,646
 
4,866
 
8,028
 

Item 8.01
Other Events.
(a)    On May 10, 2018 the Company's Board of Directors approved an additional share repurchase program pursuant to which the Company may repurchase from time to time up to $250 million of its outstanding common shares. On May 10, 2018, the Company issued a press release announcing the additional share repurchase program, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(b)    In the Proxy Statement, the Company announced that it intends to hold its 2019 annual meeting of shareholders (the "2019 Annual Meeting") on May 15, 2019. The Company currently contemplates that the 2019 Annual Meeting will instead be held on May 14, 2019. Accordingly, assuming the 2019 Annual Meeting is held on May 14, 2019, any director nominations submitted for consideration at such meeting pursuant to our Articles must be received no earlier than March 8, 2019 and no later than April 15, 2019 in order for it to be deemed timely received. Deadlines for submission of shareholder proposals for the 2019 Annual Meeting in accordance with the Business Corporations Act (British Columbia) and Rule 14A-8 of the Exchange Act remain as set forth in the Proxy Statement.

Item 9.01
Financial Statements and Exhibits.
Exhibit No.
 
Description
 
 
 
 
 
 


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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.
 
 
MASONITE INTERNATIONAL CORPORATION
 
 
 
Date:
May 15, 2018
By:
 
/s/ Robert E. Lewis
 
 
Name:
 
Robert E. Lewis
 
 
Title:
 
Senior Vice President, General Counsel and Secretary


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