0001941365 true 0001941365 2023-06-06 2023-06-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

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 6, 2023

 

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.)

 

One MasterBrand Cabinets Drive
Jasper, Indiana
  47546
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 812-482-2527

 

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 Securities Exchange Act of 1934:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

 

 

 

 

 

Explanatory Note

 

This amendment to the Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by MasterBrand, Inc. (the “Company”) with the Securities and Exchange Commission on June 9, 2023 (the “Original Form 8-K”) relating to the Company’s Annual Meeting of Shareholders held on June 6, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will hold future advisory votes on executive compensation. Except as set forth herein, no other changes have been made to the Original Form 8-K.

 

1

 

 

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

 

As previously reported in the Original Form 8-K, the Company held a non-binding advisory vote on the frequency of advisory votes on executive compensation. The Company’s Board of Directors (the “Board”) recommended advisory votes on executive compensation be held on an annual basis, and a majority of the shares were voted for annual advisory votes. The Board has considered the outcome of this advisory vote and has determined that the Company will hold an annual advisory vote on executive compensation until the next advisory vote regarding the frequency of executive compensation votes.

 

2

 

 

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: September 13, 2023

 

 

3

 

v3.23.2
Cover
Jun. 06, 2023
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Amendment Description This amendment to the Current Report on Form 8-K (this “Amendment”) amends the Current Report on Form 8-K filed by MasterBrand, Inc. (the “Company”) with the Securities and Exchange Commission on June 9, 2023 (the “Original Form 8-K”) relating to the Company’s Annual Meeting of Shareholders held on June 6, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will hold future advisory votes on executive compensation. Except as set forth herein, no other changes have been made to the Original Form 8-K.
Document Period End Date Jun. 06, 2023
Entity File Number 001-41545
Entity Registrant Name MASTERBRAND, INC.
Entity Central Index Key 0001941365
Entity Tax Identification Number 88-3479920
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One One MasterBrand
Entity Address, Address Line Two Cabinets Drive
Entity Address, City or Town Jasper
Entity Address, State or Province IN
Entity Address, Postal Zip Code 47546
City Area Code 812
Local Phone Number 482-2527
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol MBC
Security Exchange Name NYSE
Entity Emerging Growth Company false

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