MasterBrand, Inc. Announces 2024 Annual Meeting of Shareholders

Ticker: MBC · Form: DEF 14A · Filed: Apr 22, 2024 · CIK: 1941365

Masterbrand, INC. DEF 14A Filing Summary
FieldDetail
CompanyMasterbrand, INC. (MBC)
Form TypeDEF 14A
Filed DateApr 22, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$338 m, $82 m, $128 m, $257 m, $182 m
Sentimentneutral

Sentiment: neutral

Topics: MasterBrand, MBC, Proxy Statement, Annual Meeting, Shareholder Vote

TL;DR

<b>MasterBrand, Inc. will hold its 2024 Annual Meeting of Shareholders on June 5, 2024, to vote on director elections, executive compensation, and auditor ratification.</b>

AI Summary

MasterBrand, Inc. (MBC) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. The 2024 Annual Meeting of Shareholders for MasterBrand, Inc. will be held on June 5, 2024, at 9:00 a.m. Eastern Time. The meeting will take place at 3333 Richmond Road, Beachwood, Ohio 44122. Shareholders of record as of April 12, 2024, are eligible to vote. Key items of business include the election of three director nominees, advisory approval of 2023 executive compensation, and ratification of PricewaterhouseCoopers LLP as the independent auditor for 2024. Shareholders can vote in person or online via www.ProxyVote.com.

Why It Matters

For investors and stakeholders tracking MasterBrand, Inc., this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), indicating it contains important information for shareholders regarding the upcoming annual meeting and voting procedures. The meeting agenda includes critical governance matters such as director elections and executive compensation, which directly impact shareholder interests and company oversight.

Risk Assessment

Risk Level: low — MasterBrand, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial performance data or significant strategic shifts that would indicate immediate high risk.

Analyst Insight

Shareholders should review the proxy materials to make informed voting decisions on director nominees, executive compensation, and auditor ratification.

Key Numbers

Key Players & Entities

FAQ

When did MasterBrand, Inc. file this DEF 14A?

MasterBrand, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MasterBrand, Inc. (MBC).

Where can I read the original DEF 14A filing from MasterBrand, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MasterBrand, Inc..

What are the key takeaways from MasterBrand, Inc.'s DEF 14A?

MasterBrand, Inc. filed this DEF 14A on April 22, 2024. Key takeaways: The 2024 Annual Meeting of Shareholders for MasterBrand, Inc. will be held on June 5, 2024, at 9:00 a.m. Eastern Time.. The meeting will take place at 3333 Richmond Road, Beachwood, Ohio 44122.. Shareholders of record as of April 12, 2024, are eligible to vote..

Is MasterBrand, Inc. a risky investment based on this filing?

Based on this DEF 14A, MasterBrand, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting and does not contain new financial performance data or significant strategic shifts that would indicate immediate high risk.

What should investors do after reading MasterBrand, Inc.'s DEF 14A?

Shareholders should review the proxy materials to make informed voting decisions on director nominees, executive compensation, and auditor ratification. The overall sentiment from this filing is neutral.

Risk Factors

Key Dates

Filing Stats: 4,395 words · 18 min read · ~15 pages · Grade level 14 · Accepted 2024-04-22 16:31:05

Key Financial Figures

Filing Documents

Executive Compensation Recovery Policies

Executive Compensation Recovery Policies 29 Insider Trading Policy 29 Corporate Governance Principles 30 Other Information 30 Non-Employee Director Compensation 31 Executive Officers 33 Proposal No. 2: Advisory Resolution to Approve Executive Compensation of the Company's Named Executive Officers 36 i Table of Contents Table of Contents Page Compensation Discussion and Analysis 38 2023 Performance and Results 38 2023 Neo Compensation 42 Other Benefits 47 Governance and Other Matters 48 Compensation Risk Oversight 50 Compensation Committee Report 50

Executive Compensation Tables

Executive Compensation Tables 51 CEO Pay Ratio 58 Pay Versus Performance 59 Adjustments 60 Proposal No. 3: Ratification of Selection of Independent Auditor 64 Audit Committee Report 67 Stock Ownership Information 68

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 68

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 69 Delinquent Section 16(a) Reports 69 Equity Compensation Plan Information 70 General Information About the Annual Meeting 71 Meeting 71 Who Can Vote 71 Voting Before or During the Annual Meeting 71 Quorum for the Annual Meeting 72 Voting Standards 72 Cost of Proxy Solicitation 73 Shareholder List 73 Submission of Shareholder Proposals or Nominations 74 Shareholder Proposals for the 2025 Annual Meeting 74 Other Information 75 Communicating With Us 75 Notice of Internet Availability 75 Householding of Proxy Materials 75 Legal Matters 76 Financial Matters 76 Matters to be Presented 76 APPENDIX A: Reconciliation of GAAP to Non-GAAP Measures A-1 ii Table of Contents Proxy Statement Summary This summary highlights information contained in this proxy statement (this "Proxy Statement"). This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement before voting. In this Proxy Statement, the terms "MasterBrand," "we," "us," "our" and the "Company" refer to MasterBrand, Inc., a Delaware corporation incorporated in July 2022. Our Board of Directors (our "Board") solicits your proxy for our 2024 Annual Shareholders Meeting (and any postponement or adjournment of the meeting) (the "Annual Meeting") for the matters set forth in the "Notice of 2024 Annual Meeting of Shareholders" above. These materials were first sent or made available to shareholders on April 22, 2024. Annual Meeting of Shareholders Time and Date: 9:00 a.m. Eastern Time, Wednesday, June 5, 2024. Place: 3333 Richmond Road, Beachwood, Ohio 44122. Record Date: Close of business on April 12, 2024. Voting: Shareholders as of the record date are entitled to vote; each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals. Voting Matters and Recommendations I

Executive compensation driven by pay -for-performance philosophy

Executive compensation driven by pay -for-performance philosophy Shareholder engagement program Our Executive Compensation Highlights To attract and retain superior talent at MasterBrand, we have designed our executive compensation policies to be market competitive, align incentives with our performance, and drive a performance -oriented culture. Our compensation culture is supported by incentive programs that take into consideration business results and individual performance. Some of the compensation programs and amounts presented in this Proxy Statement are from before our Separation from Fortune Brands in 2022, and these decisions were made by the compensation committee and leadership of Fortune Brands. Our Compensation Committee was established upon the Separation. For more information, see "Compensation Discussion and Analysis" beginning on page 38. 7 Table of Contents Proposal No. 1: Election of Directors Under our Certificate of Incorporation, our Board is divided into three classes with approximately one -third of the directors standing for election each year. Our Board currently consists of seven directors. The directors hold office for staggered terms of three years (and until their successors are elected and qualified, or until their earlier death, resignation, or removal). One of the three classes is elected each year to succeed the directors whose terms are expiring. Our Board will transition to annual director elections through a phase -out , as provided in our Certificate of Incorporation. We expect that beginning with our 2030 annual meeting, all directors will be elected annually, and our Board, at that time, will no longer be classified. The Class II directors whose terms expire at the Annual Meeting are David D. Petratis, Juliana L. Chugg, and Patrick S. Shannon. Each of these directors has been re -nominated by our Board upon the recommendation of its Nominating, Environmental, Social and Governance Committee. All Class II directors

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