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  4. [8-K] Janus International Group, Inc. Reports Material Event

Janus International (JBI) shareholders back board, KPMG and pay at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Janus International Group, Inc. reported shareholder voting results from its annual meeting held virtually on June 15, 2026. Shareholders of record as of April 22, 2026, representing 136,392,459 common shares, were eligible to vote, and 130,313,562 shares were represented, about 95.54% of voting power, establishing a quorum.

All three Class II director nominees were elected for two-year terms ending at the 2028 annual meeting. Paul Vasington received 118,090,427 votes for, Jeannine Lane received 117,092,960 votes for, and Eileen M. Youds received 114,964,599 votes for, with broker non-votes recorded in each case.

Shareholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 2, 2027, with 130,252,524 votes for and 60,862 against. In addition, on a non-binding, advisory basis, shareholders approved the compensation of the named executive officers, with 109,765,147 votes for, 7,873,768 against, and 662,490 abstentions.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 136,392,459 shares Common stock outstanding as of April 22, 2026 record date
Shares represented at meeting 130,313,562 shares Approximately 95.54% of voting power present at annual meeting
Votes for Paul Vasington 118,090,427 votes Election as Class II director
Votes for Jeannine Lane 117,092,960 votes Election as Class II director
Votes for Eileen M. Youds 114,964,599 votes Election as Class II director
Votes for KPMG ratification 130,252,524 votes Ratification as independent registered public accounting firm for FY ending January 2, 2027
Votes for say-on-pay 109,765,147 votes Non-binding approval of named executive officer compensation
broker non-votes financial
"For | | Withhold | | Broker Non-Votes Paul Vasington | | 118,090,427 | | 210,978 | | 12,012,157"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory basis financial
"To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
independent registered public accounting firm financial
"To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
quorum financial
"constituted a quorum for the transaction of business at the Annual Meeting"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 15, 2026

 

 

 

Janus International Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-40456   86-1476200
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification Number)

 

135 Janus International Blvd., Temple, GA 30179

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: (866) 562-2580

 

 

 

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:

 

¨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 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, par value $0.0001 per share   JBI   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 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 15, 2026, Janus International Group, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) virtually via live webcast. Only shareholders of record at the close of business on April 22, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 136,392,459 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. Present at the meeting in person or by proxy were holders of 130,313,562 shares of the Company’s common stock, which represented approximately 95.54% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the Annual Meeting.

 

The shareholders of the Company voted on the following proposals at the Annual Meeting:

 

  1. To elect three nominees (Paul Vasington, Jeannine Lane, and Eileen M. Youds) to serve as Class II directors, each for a two-year term until the 2028 annual meeting of shareholders and until their successors are duly elected and qualified;
     
  2. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending January 2, 2027; and
     
  3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting;

 

The voting results for each proposal were as follows:

 

Proposal 1 - Election of Class II Directors:

 

   For  Withhold  Broker Non-Votes
Paul Vasington  118,090,427  210,978  12,012,157
Jeannine Lane  117,092,960  1,208,445  12,012,157
Eileen M. Youds  114,964,599  3,336,806  12,012,157

 

Based on the votes set forth above, each director nominee was duly elected to serve as a Class II director for a two-year term until the 2028 annual meeting of shareholders and until each of their respective successors is duly elected and qualified.

 

Following the Annual Meeting, in addition to the Class II directors, Ramey Jackson, Xavier Gutierrez, Heather Harding, Roger Fradin, Tony Byerly, and Joseph F. Hanna will also continue in their terms as directors.

 

Proposal 2 - Ratification of KPMG LLP as the Independent Registered Public Accounting Firm:

 

For  Against  Abstain  Broker Non-Votes
130,252,524  60,862  176  –

 

Based on the votes set forth above, the shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027.

 

Proposal 3 - Compensation of Named Executive Officers:

 

For  Against  Abstain  Broker Non-Votes
109,765,147  7,873,768  662,490  12,012,157

 

Based on the votes set forth above, the shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 15, 2026

 

  JANUS INTERNATIONAL GROUP, INC.
   
  By: /s/ Elliot Kahler
  Name: Elliot Kahler
  Title: General Counsel and Corporate Secretary

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What was the shareholder turnout at Janus International (JBI)’s 2026 annual meeting?

Shareholder turnout was high, with 130,313,562 common shares represented, about 95.54% of voting power. This strong participation satisfied quorum requirements and ensured the director elections, auditor ratification, and executive compensation vote reflected a broad shareholder base.

Which directors were elected at Janus International (JBI)’s 2026 annual meeting?

Shareholders elected Class II directors Paul Vasington, Jeannine Lane, and Eileen M. Youds for two-year terms ending at the 2028 annual meeting. Each received strong majority support in the “for” column, with additional broker non-votes recorded under standard NYSE voting rules.

Did Janus International (JBI) shareholders ratify KPMG as auditor for 2027?

Yes, shareholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 2, 2027. The vote was 130,252,524 for, 60,862 against, and 176 abstentions, with no broker non-votes reported on this proposal.

How did Janus International (JBI) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of the company’s named executive officers on a non-binding, advisory basis. The say-on-pay proposal received 109,765,147 votes for, 7,873,768 against, and 662,490 abstentions, plus 12,012,157 broker non-votes as disclosed in the voting results.

How many Janus International (JBI) shares were entitled to vote at the 2026 meeting?

As of the April 22, 2026 record date, 136,392,459 shares of common stock were outstanding and entitled to vote. These shares formed the eligible base for electing directors, ratifying KPMG, and considering the non-binding executive compensation proposal at the annual meeting.

Which directors continue on Janus International (JBI)’s board after the 2026 meeting?

Following the meeting, Class II directors join continuing directors Ramey Jackson, Xavier Gutierrez, Heather Harding, Roger Fradin, Tony Byerly, and Joseph F. Hanna. The filing notes these individuals will continue serving under their existing terms on the company’s board of directors.

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