8-K 1 a8k2019annualmeetingresults.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): May 10, 2019
________________________________

Masco Corporation
(Exact name of Registrant as Specified in Charter)



Delaware
(State or Other Jurisdiction
of Incorporation)

1-5794
(Commission File Number)

38-1794485
(IRS Employer
Identification No.)



17450 College Parkway, Michigan
(Address of Principal Executive Offices)

48152
(Zip Code)

(313) 274-7400
Registrant's telephone number, including area code

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:
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $1.00 par value
MAS
New York Stock Exchange, Inc.
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 o
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 pursuant to Section 13(a) of the Exchange Act. o




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

Masco Corporation (the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 10, 2019 at its corporate office in Livonia, Michigan. At the Annual Meeting, Company stockholders elected three Class I directors, approved the compensation paid to the Company’s named executive officers (“say-on-pay”) and ratified the selection of the Company’s independent auditors. The votes cast on each of the three proposals are set forth below. As of the record date, 294,294,053 shares of Company common stock were outstanding and entitled to vote.

Proposal 1: The election of three Class I directors to serve until the Annual Meeting in 2022.

 
Votes For
Votes Against
Abstentions
Broker Non-Votes
Marie A. Ffolkes
234,540,512
1,038,179
336,527
18,153,476
Donald R. Parfet
215,251,845
20,262,062
401,311
18,153,476
Lisa A. Payne
225,063,379
10,517,877
333,962
18,153,476
Reginald M. Turner
230,826,961
4,716,626
371,631
18,153,476

Proposal 2: A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related material disclosed in the Proxy Statement.

Votes For
Votes Against
Abstentions
Broker Non-Votes
223,156,779
12,301,290
457,149
18,153,476

Proposal 3: The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2019.

Votes For
Votes Against
Abstentions
236,250,655
17,276,492
541,547


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SIGNATURE

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 thereunto duly authorized.
 
MASCO CORPORATION
 
 
 
By:
/s/ John G. Sznewajs
 
Name:
John G. Sznewajs
 
Title:
Vice President, Chief Financial Officer
May 14, 2019


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