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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): March 5, 2026
Janus International
Group, Inc.
(Exact Name of Registrant as Specified in
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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointments to the Board of Directors
On March 5, 2026, upon the recommendation
of the Nominating and Corporate Governance Committee (the “NCG Committee”), the Board of Directors (the “Board”)
of Janus International Group, Inc. (the “Company”) appointed Paul Vasington and Jeannine Lane as directors on the Board,
with Mr. Vasington serving as a member of both the Audit Committee and newly established Innovation and Technology Committee (as
discussed below) and Ms. Lane serving as chair of the NCG Committee, effective as of such date. Each of Mr. Vasington and Ms. Lane
will serve as a Class II director, filling the vacancies in such class, until the Company’s 2026 annual meeting of shareholders
and until his or her successor shall have been duly elected and qualified, or until his or her earlier resignation or removal.
Each of Mr. Vasington and Ms. Lane
are deemed to be independent in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and the
New York Stock Exchange. Mr. Vasington is also deemed to be an “audit committee financial expert” as such term is defined
in Item 407(d)(5)(ii) of Regulation S-K. There are no other arrangements or understandings between Mr. Vasington, Ms. Lane,
and any other person pursuant to which either of Mr. Vasington or Ms. Lane were selected as a director of the Company. There
are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC) between Mr. Vasington,
Ms. Lane, and the Company.
In connection with Mr. Vasington and
Ms. Lane’s service as members of the Board, they will receive substantially similar compensation paid by the Company to its
non-employee directors as disclosed in the Company’s 2025 Proxy Statement, filed with the SEC on April 25, 2025. Both Mr. Vasington
and Ms. Lane will be reimbursed for reasonable out-of-pocket expenses incurred in connection with attending each Board meeting and
each committee meeting in accordance with the Company’s expense reimbursement policy.
Mr. Vasington, age 60, most recently
served as Executive Vice President and Chief Financial Officer of Sensata Technologies Holding PLC until 2023. In his prior role, Mr. Vasington
was a member of the senior management team responsible for developing Sensata’s long-term business and financial strategy, providing
leadership, oversight and execution in delivering the same. Mr. Vasington was primarily responsible for Sensata’s global finance,
accounting, tax, treasury, and investor relations activities, SEC compliance, and the effectiveness of Sensata’s internal control
environment. Prior to his role at Sensata, Mr. Vasington worked for Honeywell International Inc., or Honeywell from 2004 to 2014.
He served as Vice President and Chief Financial Officer of Honeywell Aerospace from 2012 to 2014, Vice President and Chief Financial Officer
of Honeywell Performance Materials and Technologies from 2009 to 2012, and as Vice President and Chief Financial Officer of Honeywell
Security from 2006 to 2009. Prior to joining Honeywell, Mr. Vasington held finance leadership roles at Crane Co. and Fortune Brands
Innovations, Inc. Mr. Vasington began his career at PricewaterhouseCoopers and as a former Certified Public Accountant holds
a degree in Finance from the University of Connecticut.
Ms. Lane, age 64, currently serves as
Executive Vice President, General Counsel and Corporate Secretary of Resideo Technologies, Inc., where she has worked since 2018.
In her role at Resideo, Ms. Lane has primary global responsibility for all legal, health, safety and environmental, risk, integrity
and compliance, litigation, trade compliance, board governance and corporate responsibility functions. Ms. Lane has over 35 years
of experience in both large global operations and in start-up/growth environments and is an experienced leadership member and advisor
with diverse experience in global industrial manufacturing, consumer products, software, and wholesale distribution industries. Ms. Lane
also oversaw numerous transformational acquisitions and integrations at Honeywell International Inc., or Honeywell, and Resideo. Before
serving in her current role at Resideo, Ms. Lane was the Vice President and General Counsel of Honeywell Homes. Ms. Lane has
previously served as the Vice President and General Counsel of Honeywell Security and Fire from 2015 to 2017, Honeywell Fire Business
and Honeywell Safety Business from 2014 to 2015, Honeywell Life Safety Business from 2013 to 2014 and Honeywell Security from 2004 to
2013. Prior to her time at Honeywell, Ms. Lane served as the Vice President and General Counsel of Prestone Products Corporation,
an automotive consumer car care company. Ms. Lane holds a bachelor’s degree in English and Political Science from SUNY University
at Albany and a Juris Doctorate from Union University Albany Law School.
Establishment of the Innovation and Technology
Committee
Also on March 5, 2026, the Board established
the Innovation and Technology Committee to assist the Board with oversight regarding matters of innovation and technology. The Innovation
and Technology Committee’s charter is accessible on the Company’s website at https://ir.janusintl.com. The information on
the Company’s website and the materials made available through it are not incorporated by reference into this Current Report on
Form 8-K.
Following the appointments of Ms. Lane
and Mr. Vasington to the Board and the establishment of the Innovation and Technology Committee, the membership of the Audit Committee
consists of Heather Harding (Chair, audit committee financial expert), Eileen Youds, and Paul Vasington (audit committee financial expert);
the membership of the Compensation Committee consists of Roger Fradin (Chair), Joseph Hanna, and Xavier Gutierrez; the membership of the
NCG Committee consists of Jeannine Lane (Chair), Eileen Youds, and Tony Byerly; and the membership of the Innovation and Technology Committee
consists of Eileen Youds (Chair), Tony Byerly, Paul Vasington, and Roger Fradin.
| Item 7.01 |
Regulation FD Disclosure. |
On March 5, 2026, the Company issued a press release announcing
the appointments of Mr. Vasington and Ms. Lane, respectively, a copy of which is furnished as Exhibit 99.1 hereto.
The information contained in Exhibit 99.1 hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
| Item 8.01. |
Other Information. |
On March 4, 2026, the Board established
that the 2026 annual meeting of shareholders (the “2026 Annual Meeting”) will be held on June 15, 2026 at 2:00 p.m. Eastern
Time, via live audio webcast. Shareholders of record at the close of business on April 22, 2026 will be entitled to notice of and
to vote at the 2026 Annual Meeting.
| Item 9.01. |
Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated March 5, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Dated: March 5, 2026
| |
JANUS
INTERNATIONAL GROUP, INC. |
| |
|
| |
By: |
/s/
Elliot Kahler |
| |
Name:
Elliot Kahler |
| |
Title:
General Counsel and Corporate Secretary |
Exhibit 99.1
Janus International Group Announces Two Appointments
to its Board of Directors
TEMPLE,
GA, March 5, 2026 – Janus International Group, Inc. (NYSE: JBI) (“Janus” or the “Company”),
a leading global manufacturer and provider of turnkey self-storage, commercial and industrial building solutions, today announced the
appointments of Jeannine Lane and Paul Vasington to its Board of Directors (the “Board”), effective immediately. Ms. Lane
will serve as chair of the Nominating and Corporate Governance Committee, and Mr. Vasington will serve on both the Audit Committee
and newly established Innovation and Technology Committee.
“On behalf of the entire Board, I am
pleased to welcome Jeannine and Paul as Directors,” said Roger Fradin, Chair of the Board. “Jeannine brings exceptional experience
in enterprise risk oversight and legal strategy, while Paul offers deep financial expertise and a proven track record of driving long-term
value creation. Together, their complementary perspectives will strengthen our governance and support our future growth. I am confident
Janus will benefit from their contributions as we execute on our strategic priorities.”
Ms. Lane currently serves as Executive Vice
President, General Counsel and Corporate Secretary of Resideo Technologies, Inc. (NYSE: REZI), where she has worked since 2018. Ms. Lane
has over 35 years of experience in both large global operations and in start-up/growth environments and is an experienced leadership member
and advisor with diverse experience in global industrial manufacturing, consumer products, software, and wholesale distribution industries.
Ms. Lane holds a bachelor’s degree in English and Political Science from SUNY University at Albany and a Juris Doctorate from
Union University Albany Law School.
Mr. Vasington served as Executive Vice President
and Chief Financial Officer of Sensata Technologies Holding PLC (NYSE: ST) from 2014 until his retirement in 2023. Mr. Vasington
was primarily responsible for Sensata’s global finance, accounting, tax, treasury, and investor relations activities, SEC compliance,
and the effectiveness of Sensata’s internal control environment. Prior to his role at Sensata, Mr. Vasington worked for Honeywell
International Inc. (Nasdaq: HON) from 2004 to 2014 in finance roles of increasing responsibility. Prior to joining Honeywell, Mr. Vasington
held finance leadership roles at Crane Co. (NYSE: CR) and Fortune Brands Innovations, Inc. (NYSE: FBIN). Mr. Vasington was previously
a Certified Public Accountant and holds a degree in Finance from the University of Connecticut.
About Janus International Group
Janus International Group, Inc. (www.JanusIntl.com)
is a leading global manufacturer and provider of turnkey self-storage, commercial and industrial building solutions, including: roll-up
and swing doors, hallway systems, single- and multi-story steel buildings, building components, relocatable storage units, and facility
and door access control technologies. The Janus team operates out of several U.S. and international locations.
Forward-Looking Statements
Certain statements in this communication may be
considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included
in this communication are forward-looking statements, including, but not limited to statements regarding Janus’s positioning in
the industry, Janus’s ability to strengthen its pipeline and deliver on its objectives, the anticipated impact of the appointments
of Jeannine Lane and Paul Vasington, and Janus’s belief regarding the demand outlook for Janus’s products and the strength
of the industrials markets. When used in this communication, words such as “plan,” “believe,” “expect,”
“anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,”
“continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict,” “should,” “would,” and other similar words and expressions or the negative of such terms
or other similar expressions, as they relate to the management team, identify forward-looking statements. The forward-looking statements
contained in this communication are based on our current expectations and beliefs concerning future developments and their potential effects
on us. We cannot assure you that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these
risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements. Some factors that could cause actual results to differ materially from forward-looking
statements or historical performance: (i) risks of the self-storage industry; (ii) the highly competitive nature of the self-storage
industry and Janus’s ability to compete therein; (iii) litigation, complaints, and/or adverse publicity; (iv) risks from
tariffs; (v) cyber incidents or directed attacks that could result in information theft, data corruption, operational disruption,
and/or financial loss; (vi) the risk that our share repurchase program will be fully consummated or that it will enhance shareholder
value; and (vii) the risk that the demand outlook for Janus’s products may not be as strong as anticipated. There can be no
assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking
statements speak only as of the date they are made, and Janus is not under any obligation and expressly disclaims any obligation, to update,
alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as
required by law. This communication is not intended to be all-inclusive or to contain all the information that a person may desire in
considering an investment in Janus and is not intended to form the basis of an investment decision in Janus. All subsequent written and
oral forward-looking statements concerning Janus or other matters and attributable to Janus or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements above and under the heading “Risk Factors” in Janus’s most
recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as updated from time to time in amendments and
its subsequent filings with the SEC.
Investor Contact
Sara Macioch
Senior Director, Investor Relations
770-562-6399
IR@janusintl.com
Media Contact
Christine DeBord
Marketing
770-746-9576
Marketing@Janusintl.com
Source: Janus International Group, Inc.