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MASONITE INTERNATIONAL CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 15, 2014

Item 1.01 Entry into a Material Definitive Agreement

On May 13, 2014, Masonite International Corporation (the "Company") held its 2014 Annual General Meeting of Shareholders (the "Annual Meeting") at which the Company's shareholders approved amendments to the Company's Shareholders Agreement dated as of June 9, 2009, as Amended and Restated as of March 1, 2012 (the "Shareholders Agreement"). A description of the amendments to the Shareholders Agreement is set forth on pages 52 and A-1 through A-5 of the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 28, 2014 (the "Proxy Statement"). The description, a copy of which is filed as Exhibit 3.1 hereto, is incorporated herein by reference. The description of the amendments to the Shareholders Agreement incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholders Agreement, as amended and restated to reflect the amendments approved at the Annual Meeting, which is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; compensatory Arrangements of Certain

Officers

At the Annual Meeting, the Company's shareholders approved the Masonite International Corporation 2014 Employee Stock Purchase Plan (the "Purchase Plan"). A description of the Purchase Plan is set forth on pages 53-56 of the Company's Proxy Statement. The description, a copy of which is filed as Exhibit 10.1 hereto, is incorporated herein by reference. The description of the Purchase Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

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

On May 13, 2014, the Company held the Annual Meeting at the University Club of Tampa in Tampa, Florida. A total of 23,141,847 shares of the Company's common stock, out of a total of 29,267,655 shares of the Company's common shares 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. The final results for the votes regarding each proposal are set forth below.

Proposal 1 - Number of Directors The resolution setting the authorized number of Directors at nine was approved by the Company's shareholders at the Annual Meeting.

For Against Abstain 23,139,650 1,569 628



Proposal 2 - 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 2015 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 14,050,313 18,629 9,072,905 Jody L. Bilney 14,050,240 18,702 9,072,905 Robert J. Byrne 14,050,313 18,629 9,072,905 Peter R. Dachowski 14,050,313 18,629 9,072,905 Jonathan F. Foster 14,024,588 44,354 9,072,905 George A. Lorch 14,045,998 22,944 9,072,905 Rick J. Mills 14,050,313 18,629 9,072,905 Francis M. Scricco 14,050,258 18,684 9,072,905 John C. Wills 14,050,098 18,844 9,072,905

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Proposal 3 - 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 14,014,983 23,147 30,812 9,072,905



Proposal 4 - Advisory Vote on the Frequency of Advisory Votes on Executive Compensation The Company's shareholders voted for one year with respect to the frequency with which the Company's shareholders are provided a non-binding, advisory vote on the compensation paid to the Company's named executive officers.

1 Year 2 Years 3 Years Abstain Broker Non-Votes 9,557,864 4,109,370 401,292 416 9,072,905

In light of such vote, and consistent with the Company's recommendation, the Company's Board of Directors determined that it currently intends to include an advisory, non-binding vote to approve the compensation of the Company's named executive officers every year until the next required vote on the frequency of shareholder votes on the compensation of the Company's named executive officers.

Proposal 5 - Appointment of Independent Registered Public Accounting Firm The shareholders voted at the Annual Meeting to approve the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2014.

For Against Abstain Broker Non-Votes 23,124,251 1,278 16,318 N/A



Proposal 6a - Amending Resolution Regarding Stock Split/Consolidation The resolution amending a resolution previously approved by the Company's shareholders amending the Company's Articles to provide the Directors with the power to, by resolution, subdivide or consolidate the Company's share capital was approved by the Company's shareholders at the Annual Meeting.

For Against Abstain Broker Non-Votes 11,063,767 3,004,532 643 9,072,905



Proposal 6b - Amending Resolution Regarding Advance Notice Requirement The resolution amending a resolution previously approved by the Company's shareholders providing for advance notice requirements for with respect to Director nominations was approved by the Company's shareholders at the Annual Meeting.

For Against Abstain Broker Non-Votes 14,063,762 5,038 142 9,072,905



Proposal 6c - Amending Resolution Regarding Amendments to the Company's Articles and Shareholders Agreement Relating to Certain Procedural, Ancillary and Administrative Matters

The resolution amending a resolution previously approved by the Company's shareholders providing for amendments to the Company's Articles and the Shareholders Agreement relating to certain procedural, ancillary and administrative matters was approved by the Company's shareholders at the Annual Meeting.

For Against Abstain Broker Non-Votes 14,064,269 3,387 1,286 9,072,905 --------------------------------------------------------------------------------



Proposal 7 - Approval of the Masonite International Corporation 2014 Employee Stock Purchase Plan The Masonite International Corporation 2014 Employee Stock Purchase Plan was approved by the Company's shareholders at the Annual Meeting.

For Against Abstain Broker Non-Votes 9,968,338 4,092,190 8,414 9,072,905

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 3.1 Description of Amendments to Shareholders Agreement dated as of June 9, 2009 as Amended and Restated as of March 1, 2012 Exhibit 3.2 Form of Second Amended and Restated Shareholders Agreement Exhibit 10.1 Description of Masonite International Corporation 2014 Employee Stock Purchase Plan Exhibit 10.2 Form of Masonite International Corporation 2014 Employee Stock Purchase Plan


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Source: Edgar Glimpses


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