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MASCO CORP /DE/ FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 6, 2014



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

As described in Item 5.07 of this Current Report on Form 8-K, at the 2014 Annual Meeting of Stockholders of Masco Corporation (the "Company") held on May 6, 2014, the stockholders approved the 2014 Long Term Stock Incentive Plan (the "2014 Plan"). The 2014 Plan had been previously approved by the Board of Directors, subject to stockholder approval. The material terms of the 2014 Plan are described in "Proposal 4: Approval of the 2014 Long Term Stock Incentive Plan" on pages 50 through 59 of the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 28, 2014 (the "Proxy Statement"), and are incorporated herein by reference. That summary is qualified in its entirety by reference to the text of the 2014 Plan, which is filed as Exhibit 10.a hereto and is incorporated herein by reference.



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

The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on May 6, 2014 at its corporate office in Taylor, Michigan. At the Annual Meeting, Company stockholders voted on four proposals. A brief description of the proposals and the votes cast on each proposal are set forth below. In order to pass, each proposal required the approval of a majority of the votes cast; however, for Proposal 4, under New York Stock Exchange rules governing the approval of equity plans, abstentions are considered as votes cast. As of the record date, 357,683,811 shares of Company common stock were outstanding and entitled to vote. Proposal 1: The election of four Class II directors to serve until the Annual Meeting in 2017. Votes For Votes Against Abstentions Broker Non-Votes Keith J. Allman 277,796,626 3,974,639 244,346 25,194,612 Verne G. Istock 268,573,878 13,174,627 267,106 25,194,612 J. Michael Losh 206,163,510 75,585,575 266,526 25,194,612 Christopher A. O'Herlihy 268,787,037 12,958,531 270,043 25,194,612 Proposal 2: A non-binding advisory vote to approve the compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related material disclosed in the Proxy Statement. Votes For Votes Against Abstentions Broker Non-Votes 272,584,556 8,940,422 490,633 25,194,612



Proposal 3: The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2014.

Votes For Votes Against Abstentions 300,686,160 6,262,190 261,873 2



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Proposal 4: Approval of the 2014 Plan.

Votes For Votes Against Abstentions Broker Non-Votes 253,081,999 27,560,029 1,373,583 25,194,612



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.a Masco Corporation 2014 Long Term Stock Incentive Plan 10.b Form of Restricted Stock Award Agreement 10.c Form of Restricted Stock Award Agreement for Non-Employee Directors 10.d Form of Stock Option Grant Agreement 3



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Source: Edgar Glimpses


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