8-K

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): August 3, 2023

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))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $0.01 per share)	JELD	New York Stock Exchange

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. ☐

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

On August 3, 2023, the board of directors (the “Board”) of JELD-WEN Holding, Inc. (the “Company”) increased the size of the Board from nine to ten directors and appointed Michael F. Hilton to serve as a director of the Company. Mr. Hilton will receive cash and equity compensation in accordance with the Company’s Non-Employee Director Compensation Policy.

There is no arrangement or understanding between Mr. Hilton and any other person pursuant to which he was selected as a director, and he does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed at this time under Item 404(a) of Regulation S-K. There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Mr. Hilton and any of the Company’s directors or executive officers, or persons nominated or chosen to become a director or an executive officer.

Item 7.01 Regulation FD Disclosure.

On August 7, 2023, the Company issued a press release announcing the appointment of Mr. Hilton to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-k and incorporated herein by reference.

The information in this item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.	Description
99.1	Press Release issued by JELD-WEN Holding, Inc. dated August 7, 2023.
104	Cover Page Interactive Data file (formatted as Inline XBRL).

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: August 7, 2023		JELD-WEN HOLDING, INC.
	By:	/s/ James Hayes
		James Hayes
		Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

JELD-WEN, Inc. 2645 Silver Crescent Drive, Charlotte, NC 28273 USA www.jeld-wen.com JELD-WEN Appoints Michael F. Hilton to Board of Directors FOR IMMEDIATE RELEASE Charlotte, N.C., August 7, 2023 – JELD-WEN Holding, Inc. (NYSE: JELD), a leading global manufacturer of building products, today announced it has appointed Michael F. Hilton to its board of directors, effective August 3, 2023. His appointment expands the company’s board to 10 members, eight of whom are independent. “As a former CEO for a publicly traded global manufacturing company, Mike brings extensive leadership, operations and strategy development expertise, and we are excited to welcome him to the board,” said David G. Nord, JELD-WEN’s board chair. “Mike’s distinguished career in manufacturing and strong board experience will be instrumental to JELD-WEN as we continue to transform the company to deliver more profitable growth and unlock its full potential.” Hilton was president and CEO of Nordson Corporation, an engineering and manufacturing company, from 2010 until his retirement in 2019. Prior to Nordson, he spent 34 years at Air Products and Chemicals, Inc., ultimately serving as senior vice president and general manager for the Electronics and Performance Materials Segment. Hilton currently serves on the board of directors of three publicly traded companies: Ryder System, Inc., Lincoln Electric and Regal Rexnord Corporation. He earned a bachelor’s degree in chemical engineering and an MBA from Lehigh University. ### About JELD-WEN Holding, Inc. JELD-WEN is a leading global designer, manufacturer and distributor of high-performance interior and exterior doors, windows, and related building products serving the new construction and repair and remodeling sectors. Headquartered in Charlotte, N.C., the company operates facilities in 16 countries in North America and Europe and employs approximately 18,000 people. Since 1960, the JELD-WEN team has been committed to making quality products that create safe and sustainable environments for customers, associates and local communities. The JELD-WEN family of brands includes JELD-WEN® worldwide; LaCantina™ and VPI™ in North America; and Swedoor® and DANA® in Europe. For more information, visit jeld-wen.com. Media Contact: JELD-WEN Holding, Inc. Colleen Penhall Vice President, Corporate Communications 980-322-2681 cpenhall@jeldwen.com Investor Relations Contact: James Armstrong Vice President, Investor Relations 704-378-5731 jarmstrong@jeldwen.com Exhibit 99.1

XML

Cover Cover	May 08, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 03, 2023
Entity Registrant Name	JELD-WEN HOLDING, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38000
Entity Tax Identification Number	93-1273278
Entity Address, Street Address	2645 Silver Crescent Drive
Entity Address, City	Charlotte
Entity Address, State	NC
Entity Address, Postal Zip Code	28273
City Area Code	704
Local Phone Number	378-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (par value $0.01 per share)
Trading Symbol	JELD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001674335
Amendment Flag	false