0001674335-18-000057.txt : 20180502 0001674335-18-000057.hdr.sgml : 20180502 20180502171544 ACCESSION NUMBER: 0001674335-18-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180426 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20180502 DATE AS OF CHANGE: 20180502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JELD-WEN Holding, Inc. CENTRAL INDEX KEY: 0001674335 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 931273278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 18800716 BUSINESS ADDRESS: STREET 1: 2645 SILVER CRESCENT DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28273 BUSINESS PHONE: 704-378-5700 MAIL ADDRESS: STREET 1: 2645 SILVER CRESCENT DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28273 8-K 1 a8-kappointmentofnewbod1.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 26, 2018
 
 
JELD-WEN HOLDING, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-38000
 
93-1273278
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
 
 
2645 Silver Crescent Drive
Charlotte, North Carolina
 
28273
(Address of principal executive offices)
 
(Zip code)
Registrant's telephone number, including area code: (704) 378-5700
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







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

On April 26, 2018, JELD-WEN Holding, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders. At the annual meeting, shareholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 16, 2018 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of shareholders were as follows:

Proposal No. 1 - Election of Class I Directors

At the annual meeting, the Company’s shareholders elected the persons listed below as Class I directors for a three-year term expiring at the Company’s 2021 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified:

Directors
Votes Cast For
Votes Withheld
Broker Non-Votes
Kirk Hachigian
68,906,005
27,669,989
2,808,609
Anthony Munk
80,236,077
16,339,917
2,808,609
Steven Wynne
80,537,696
16,038,298
2,808,609

Proposal No. 2 - Non-Binding Advisory Vote on Executive Compensation

The Company’s shareholders approved the non-binding, advisory vote on the compensation paid to our named executive officers.

Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
93,673,530
2,868,758
33,706
2,808,609

Proposal No. 3 - Non-Binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes on Executive Compensation

The Company’s shareholders elected ONE YEAR with respect to the frequency of future non-binding, advisory votes on the compensation paid to our named executive officers.

1 Year
2 Years
3 Years
Abstentions
95,639,937
719,764
198,908
17,385

As a result of the shareholder votes on Proposal No. 3, and in accordance with the previous recommendation of the Company’s Board of Directors as set forth in the Proxy Statement, the Company will hold future non-binding, advisory votes on the compensation paid to our named executive officers on an annual basis until the occurrence of the next advisory vote on the frequency of such votes. The next advisory vote regarding the frequency of non-binding, advisory votes on the compensation paid to our named executive officers is required to occur no later than the Company’s 2024 Annual Meeting of Shareholders.

Proposal No. 4 - Ratification of Independent Auditor

The Company’s shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent auditor for fiscal 2018.

Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
98,752,092
615,403
17,108
0

There were no other items of business raised during the meeting and the meeting was duly adjourned.





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.
 
 
 
 
 
Date: May 2, 2018
 
 
 
JELD-WEN HOLDING, INC.
 
 
 
 
 
 
 
By:
/s/ Laura W. Doerre
 
 
 
 
Laura W. Doerre
 
 
 
 
Executive Vice President, General Counsel and Chief Compliance Officer