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JELD-WEN (NYSE: JELD) investors approve 2026 equity plan and all directors

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

Rhea-AI Filing Summary

JELD-WEN Holding, Inc. reported results of its 2026 Annual Meeting of Stockholders. Stockholders approved the 2026 Omnibus Equity Plan, which includes a share reserve of 3,000,000 shares, previously approved by the board on recommendation of the Compensation Committee.

All director nominees were elected for one-year terms, each receiving over 64 million votes cast for, with broker non-votes recorded on each item. Stockholders also approved, on a non-binding advisory basis, the compensation of named executive officers.

PricewaterhouseCoopers LLP was ratified as independent auditor for 2026 with 73,226,917 votes cast for. Overall, 86,305,141 shares were entitled to vote and 73,916,623 shares were voted, representing approximately 85.64% of eligible shares.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Equity plan share reserve 3,000,000 shares 2026 Omnibus Equity Plan reserve approved at Annual Meeting
Shares entitled to vote 86,305,141 shares Common stock entitled to vote at 2026 Annual Meeting
Shares voted 73,916,623 shares Shares voted in person or by proxy at Annual Meeting
Participation rate 85.64% Shares voted as percentage of shares entitled to vote
Say-on-pay votes for 61,902,689 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 73,226,917 votes Ratification of PricewaterhouseCoopers LLP for 2026
2026 Omnibus Equity Plan financial
"At the Annual Meeting, the Company’s stockholders approved the 2026 Omnibus Equity Plan (the “Equity Plan”)"
broker non-votes financial
"Directors | Votes Cast For | Votes Withheld | Broker Non-Votes"
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.
independent auditor financial
"The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026."
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
advisory vote financial
"The Company’s stockholders approved a non-binding, advisory vote on the compensation paid to the Company’s named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Inline XBRL technical
"104 Cover Page Interactive Data file (formatted as Inline XBRL)."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
0001674335false00016743352026-04-222026-04-22

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 22, 2026
 
JELD-WEN HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3800093-1273278
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock (par value $0.01 per share)JELDNew 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.

JELD-WEN Holding, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on April 22, 2026. At the Annual Meeting, the Company’s stockholders approved the 2026 Omnibus Equity Plan (the “Equity Plan”), which includes a share reserve of three million shares as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 12, 2026 (the “Proxy Statement”). The Equity Plan was previously approved by the Company’s Board of Directors, subject to stockholder approval, based upon the recommendation of the Compensation Committee of the Board.

A summary of the Equity Plan is set forth in the Proxy Statement. The summary and foregoing description of the Equity Plan is qualified in their entirety by reference to the full text of the Equity Plan, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

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

The Company’s Annual Meeting was held on April 22, 2026. There were 86,305,141 shares of common stock entitled to vote at the Annual Meeting and 73,916,623 shares were voted in person or by proxy (approximately 85.64% of shares entitled to vote). The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1 – Election of Directors

At the Annual Meeting, the Company’s stockholders elected the persons listed below for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Directors
Votes Cast For
Votes Withheld
Broker Non-Votes
William J. Christensen
65,870,8161,340,3806,705,427
Antonella B. Franzen
66,262,551948,6456,705,427
Catherine A. Halligan
66,055,8331,155,3636,705,427
Michael F. Hilton
65,972,6541,238,5426,705,427
Tracey I. Joubert
66,298,715912,4816,705,427
Cynthia G. Marshall
66,026,9421,184,2546,705,427
David G. Nord
66,145,5111,065,6856,705,427
Bruce M. Taten
64,203,4493,007,7476,705,427
Roderick C. Wendt
66,248,273962,9236,705,427
Steven E. Wynne
66,014,0231,197,1736,705,427

Proposal No. 2 – Advisory Vote to Approve the Compensation of our Named Executive Officers

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

Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
61,902,6895,286,23022,2776,705,427








Proposal No. 3 – Ratification of PricewaterhouseCoopers LLP as Independent Auditor for 2026

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2026.

Votes Cast For
Votes Cast Against
Abstentions
73,226,917641,41448,292

Proposal No. 4 – Approve the 2026 Omnibus Equity Plan

The Company’s stockholders approved the Equity Plan.

Votes Cast For
Votes Cast Against
Abstentions
Broker Non-Votes
62,040,8464,851,190319,1606,705,427

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 JELD-WEN Holding, Inc. 2026 Omnibus Equity Plan.

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: April 24, 2026  JELD-WEN HOLDING, INC.
  By:/s/ James S. Hayes
  James S. Hayes
  
Executive Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did JELD (JELD-WEN Holding, Inc.) stockholders approve at the 2026 Annual Meeting?

Stockholders approved the 2026 Omnibus Equity Plan with a 3,000,000-share reserve, re-elected all director nominees, supported executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as the independent auditor for 2026.

How many JELD shares were entitled to vote and actually voted in 2026?

There were 86,305,141 JELD common shares entitled to vote at the 2026 Annual Meeting, and 73,916,623 shares were voted in person or by proxy, representing approximately 85.64% of the shares entitled to vote.

What are the key details of JELD-WEN’s 2026 Omnibus Equity Plan?

The 2026 Omnibus Equity Plan includes a share reserve of 3,000,000 shares. It was approved by stockholders at the 2026 Annual Meeting, after prior approval by the board based on the Compensation Committee’s recommendation, and is described in the March 12, 2026 Proxy Statement.

How did JELD stockholders vote on executive compensation in 2026?

Stockholders approved the advisory vote on JELD’s named executive officer compensation, with 61,902,689 votes cast for, 5,286,230 against, 22,277 abstentions, and 6,705,427 broker non-votes recorded on this non-binding say-on-pay proposal.

Was JELD-WEN’s independent auditor ratified for 2026?

Yes, PricewaterhouseCoopers LLP was ratified as JELD-WEN’s independent auditor for 2026, receiving 73,226,917 votes cast for, 641,414 votes cast against, and 48,292 abstentions from stockholders at the Annual Meeting.

Were all JELD director nominees elected at the 2026 Annual Meeting?

All listed director nominees, including William J. Christensen and others, were elected to one-year terms expiring at the 2027 Annual Meeting, each receiving more than 64 million votes cast for, with broker non-votes also reported for these elections.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents