Janus International Group Files 8-K with Corporate Updates

TL;DR

Janus Intl Group filed an 8-K on 6/24 for corporate updates & shareholder votes.

AI Summary

On June 24, 2024, Janus International Group, Inc. filed an 8-K report detailing amendments to its articles of incorporation and bylaws. The company also submitted matters to a vote of its security holders and filed financial statements and exhibits. Specific details regarding the nature of these amendments or the matters voted upon were not elaborated in the provided text.

Why It Matters

This filing indicates corporate governance changes and potential shareholder actions at Janus International Group, which could impact its operational structure and strategic direction.

Risk Assessment

Risk Level: low — The filing is procedural and reports on corporate governance matters without immediate financial implications.

Key Players & Entities

• Janus International Group, Inc. (company) — Registrant
• June 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-40456 (identifier) — Commission File Number
• 135 Janus International Blvd., Temple, GA 30179 (address) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share JBI New York Stock Exchan

Filing Documents

• tm2418097d1_8k.htm (8-K) — 45KB
• tm2418097d1_ex3-1.htm (EX-3.1) — 61KB
• 0001104659-24-074325.txt ( ) — 291KB
• jbi-20240624.xsd (EX-101.SCH) — 3KB
• jbi-20240624_lab.xml (EX-101.LAB) — 33KB
• jbi-20240624_pre.xml (EX-101.PRE) — 22KB
• tm2418097d1_8k_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting (as defined below), the shareholders of Janus International Group, Inc. (the "Company") approved the adoption of a Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. On June 24, 2024, the Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware. The Second Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 24, 2024, the Company held its annual meeting of shareholders (the "Annual Meeting") virtually via live webcast. Only shareholders of record at the close of business on May 1, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 145,978,142 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. Present at the meeting in person or by proxy were holders of 126,023,985 shares of the Company's common stock, which represented approximately 86.33% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the Annual Meeting. The shareholders of the Company voted on the following proposals at the Annual Meeting: 1. To elect three nominees (Tony Byerly, Roger Fradin, and Joseph F. Hanna) to serve as Class III directors until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified; 2. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 28, 2024; 3. To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the proxy statement for the Annual Meeting; 4. To vote, on a non-binding, advisory basis, on the frequency of the advisory vote on the compensation of the Company's named executive officers; and 5. To approve an amendment and restatement of the Company's certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation. The voting results for each proposal were as follows: Proposal 1 — Election of Class III Directors: For Against Abstain Broker Non-Votes Tony Byerly 111,685,815 3,613,343 209,235 10,515,592 Roger Fradin 60,104,779 55,194,379 209,235 10,515,592 Joseph F. Hann

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. Exhibit Number Description 3.1 Second Amended and Restated Certificate of Incorporation of Janus International Group, Inc. 104 Cover Page Interactive Data File (formatted as inline XBRL). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 24, 2024 JANUS INTERNATIONAL GROUP, INC. By: /s/ Ramey Jackson Name: Ramey Jackson Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR