MasterBrand Acquired by Whirlpool Affiliate for $764M

TL;DR

Whirlpool's buying MasterBrand for $764M, deal expected H2 2024.

AI Summary

MasterBrand, Inc. announced on June 5, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Whirlpool Corporation for $11.00 per share in cash. This transaction is valued at approximately $764 million, including the assumption of debt. The acquisition is expected to close in the second half of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by a major appliance manufacturer like Whirlpool could lead to significant changes in the kitchen and bath cabinet market, potentially impacting competition and product offerings for consumers.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until completion.

Key Numbers

• $11.00 — Acquisition Price Per Share (Cash amount each MasterBrand shareholder will receive.)
• $764 million — Total Transaction Value (Includes cash and assumed debt for the acquisition.)

Key Players & Entities

• MasterBrand, Inc. (company) — Company being acquired
• Whirlpool Corporation (company) — Acquiring entity's affiliate
• $11.00 (dollar_amount) — Per share acquisition price
• $764 million (dollar_amount) — Total transaction value including debt
• June 5, 2024 (date) — Date of definitive agreement
• second half of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share MBC New York Stock Exchan

Filing Documents

• ef20030890_8k.htm (8-K) — 46KB
• ef20030890_ex99-1.htm (EX-99.1) — 6KB
• image0.jpg (GRAPHIC) — 23KB
• image1.jpg (GRAPHIC) — 6KB
• 0001140361-24-029580.txt ( ) — 230KB
• mbc-20240605.xsd (EX-101.SCH) — 4KB
• mbc-20240605_lab.xml (EX-101.LAB) — 21KB
• mbc-20240605_pre.xml (EX-101.PRE) — 16KB
• ef20030890_8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On June 6, 2024, the Board of Directors (the "Board") of MasterBrand, Inc. (the "Company"), acting upon the recommendation of its Nominating, Environmental, Social and Governance Committee, elected Catherine Courage as the newest member of the Board, effective immediately. Ms. Courage will serve on Class III of the Board and on the Board's Audit Committee and Nominating, Environmental, Social and Governance Committee. Ms. Courage will receive compensation payable to non-employee directors serving on the Board, consistent with the policies summarized under the caption "Non-Employee Director Compensation" in the Company's annual proxy statements. There are no arrangements or understandings between Ms. Courage and any other person, pursuant to which she was selected as a Director. There are no transactions in which Ms. Courage has an interest requiring disclosure under Item 404(a) of Regulation S-K. As a Class III Director, Ms. Courage would not have been up for election at the Company's 2024 annual meeting and will stand for election at the Company's 2025 annual meeting. Each of the Company's directors serves until the election of a successor, removal or resignation.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 5, 2024, the Company held its Annual Meeting of Shareholders (the "Annual Meeting"). As of April 12, 2024, the record date for holders of shares of common stock (the "Shares") entitled to vote at the Annual Meeting, there were 127,148,134 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 115,438,803 or approximately 90.8% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company's Articles of Incorporation. There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter. Proposal 1 - Election of three director nominees to serve three-year terms. Nominee Votes For Votes Against Abstentions Broker Non-Votes David D. Petratis 103,543,331 2,895,723 136,172 8,863,577 Juliana L. Chugg 103,388,397 3,058,388 128,441 8,863,577 Patrick S. Shannon 105,582,674 851,249 141,303 8,863,577 The shareholders elected each of the nominees as directors. Proposal 2 - Advisory vote on the Company's 2023 Named Executive Officer compensation. Votes For Votes Against Abstentions Broker Non-Votes 103,269,508 3,067,309 238,409 8,863,577 The shareholders voted to approve the Company's Named Executive Officer compensation. Proposal 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024. Votes For Votes Against Abstentions 114,517,262 786,465 135,076 The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024.

01

Item 7.01. Regulation FD Disclosure. On June 10, 2024, the Company issued a press release announcing the matters described under Item 5.02 of this Current Report on Form 8-K. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated June 10, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. (Registrant) Date: June 10, 2024 By: /s/ R. David Banyard, Jr. Name: R. David Banyard, Jr. Title: President & Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR