Masco (NYSE: MAS) wins approval for charter, bylaw and officer liability changes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Masco Corporation held its 2026 annual meeting and adopted several governance changes through amendments to its Certificate of Incorporation and Bylaws. Stockholders approved moving advance notice provisions for director nominations into the Bylaws, authorizing shareholders’ right to call special meetings, and limiting liability of certain officers as permitted by law.

Effective May 8, 2026, shareholders owning at least 25% of the voting power for at least one year can request that the Board call a special meeting. The Bylaws now also specify timing, procedural and information requirements for director nominations. Stockholders elected four directors, approved executive compensation in a non-binding advisory vote, and ratified PricewaterhouseCoopers LLP as independent auditors for 2026.

Amendments to limit certain officer liability and to move advance notice provisions received strong support, while a separate shareholder proposal on special meeting rights did not pass. A total of 202,913,475 common shares were outstanding and entitled to vote as of the record date.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Key Figures

Shares outstanding entitled to vote: 202,913,475 shares Say-on-pay support: 161,067,793 votes for Auditor ratification support: 168,081,377 votes for +5 more

8 metrics

Shares outstanding entitled to vote 202,913,475 shares Record date for 2026 annual meeting

Say-on-pay support 161,067,793 votes for Advisory vote on executive compensation

Auditor ratification support 168,081,377 votes for Ratification of PricewaterhouseCoopers LLP for 2026

Officer liability amendment support 143,839,313 votes for Charter amendment limiting certain officer liability

Advance notice amendment support 176,029,918 votes for Charter amendment moving nomination provisions to Bylaws

Company special meeting amendment support 158,560,999 votes for Charter amendment enabling adoption of shareholder special meeting rights

Shareholder special meeting proposal votes for 75,159,758 votes for Shareholder proposal on special meeting rights (did not pass)

Ownership threshold for special meeting request 25% of voting power Bylaw requirement, with one-year continuous ownership

Key Terms

advance notice provisions, special meeting of shareholders, non-binding advisory vote, Certificate of Incorporation, +1 more

5 terms

advance notice provisions regulatory

"Amend Article 7(b) to move the advance notice provisions for stockholder nominations to the Company’s Bylaws"

Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.

special meeting of shareholders regulatory

"enable adoption of stockholders’ right to call a special meeting of stockholders"

non-binding advisory vote regulatory

"A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Certificate of Incorporation regulatory

"approved amendments to the Company’s Certificate of Incorporation to"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

Broker Non-Votes financial

"Votes For | Votes Against | Abstentions | 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.

Understanding 8-K Material Events →

05/14/2026 - 04:17 PM

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 8, 2026

Masco Corporation

(Exact name of Registrant as Specified in Charter)


Delaware	1-5794	38-1794485
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


17450 College Parkway,	Livonia,	Michigan	48152
(Address of Principal Executive Offices)			(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:

☐ 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	Name of each exchange on which registered
Common Stock, $1.00 par value	MAS	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As reported below in Item 5.07, on May 8, 2026 at the Company’s 2026 annual meeting of stockholders (the "Annual Meeting"), the Company's stockholders approved amendments to the Company's Certificate of Incorporation to:

• Amend Article 7(b) to move the advance notice provisions for stockholder nominations to the Company’s Bylaws and amend the advance notice period

•Amend Article 8 to enable adoption of stockholders’ right to call a special meeting of stockholders

•Amend Article 14 to limit the liability of certain officers as permitted by law.

On May 12, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to implement the foregoing amendments.

In addition, the Company’s Board of Directors approved the amendment and restatement of the Company’s Bylaws, which were subject to and became effective upon stockholder approval of proposals presented at the Annual Meeting to amend our Certificate of Incorporation.

Effective May 8, 2026, Section 1.02 of the Bylaws is amended to give shareholders owning 25% or more of the voting power of the Company’s outstanding shares, who have owned such shares continuously for at least one year, the ability to request that the Company’s Board call a special meeting of shareholders. Section 1.06 of the Bylaws is amended to include the time period and procedural and information requirements for stockholder nominations of directors. In addition, the Bylaws were amended for certain other clarifying, technical and conforming changes.

This summary description of the changes to the Certificate of Incorporation and the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Bylaws, copies of which are filed herewith as Exhibit 3.i and Exhibit 3.ii, respectively, and are incorporated herein by reference.

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

A brief description of the proposals and the votes cast on each proposal at the Annual Meeting are set forth below. As of the record date, 202,913,475 shares of Company common stock were outstanding and entitled to vote.

Proposal 1: The election of four director nominees to serve until the Annual Meeting in 2027.


	Votes For	Votes Against	Abstentions	Broker Non-Votes
Gary A. Coombe	175,349,688	1,054,502	233,596	9,986,034
Aine L. Denari	169,419,493	6,852,557	365,736	9,986,034
Christopher A. O’Herlihy	162,154,089	14,249,526	234,171	9,986,034
Charles K. Stevens III	168,232,995	8,231,207	173,584	9,986,034

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
161,067,793	15,006,136	563,857	9,986,034

Proposal 3: The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2026.


Votes For	Votes Against	Abstentions
168,081,377	18,421,847	120,596

Proposal 4: Approval of an amendment to the Company’s Certificate of Incorporation to limit liability of certain officers as permitted by law.


Votes For	Votes Against	Abstentions	Broker Non-Votes
143,839,313	32,481,996	316,477	9,986,034

Proposal 5: Approval of an amendment to the Company’s Certificate of Incorporation to move the advance notice provisions for shareholder nominations to the Company’s Bylaws.


Votes For	Votes Against	Abstentions	Broker Non-Votes
176,029,918	285,068	322,800	9,986,034

Proposal 6: Approval of an amendment to the Company’s Certificate of Incorporation to enable adoption of shareholders’ right to call a special meeting of shareholders.


Votes For	Votes Against	Abstentions	Broker Non-Votes
158,560,999	1,747,534	16,329,253	9,986,034

Proposal 7: Consideration of shareholder proposal on shareholder right to call a special meeting.


Votes For	Votes Against	Abstentions	Broker Non-Votes
75,159,758	100,995,648	482,380	9,986,034

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

3.i Certificate of Amendment to the Certificate of Incorporation of Masco Corporation.

3.ii Bylaws of Masco Corporation, as Amended and Restated May 8, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			MASCO CORPORATION

			By:			/s/ Richard J. Westenberg
			Name:			Richard J. Westenberg
			Title:			Vice President, Chief Financial Officer and Treasurer

May 14, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Masco (MAS) approve at the 2026 annual meeting?

Masco’s stockholders approved charter and Bylaw changes that move advance notice provisions into the Bylaws, add shareholder special meeting rights, and limit liability of certain officers as permitted by law, updating the company’s overall governance framework.

How can Masco (MAS) shareholders now call a special meeting?

Shareholders owning at least 25% of Masco’s voting power, and having held those shares continuously for at least one year, can request that the Board call a special meeting, under the amended Section 1.02 of the company’s Bylaws.

Were Masco’s director nominees elected at the 2026 annual meeting?

Yes. Four director nominees, including Gary A. Coombe and Charles K. Stevens III, were elected to serve until the 2027 annual meeting, each receiving significantly more votes for than against from Masco stockholders.

Did Masco (MAS) shareholders approve executive compensation in 2026?

Yes. In a non-binding advisory vote, 161,067,793 shares voted for Masco’s named executive officer compensation, 15,006,136 voted against, and 563,857 abstained, indicating overall shareholder support for the disclosed pay program.

Was PricewaterhouseCoopers ratified as Masco’s 2026 auditor?

Yes. Stockholders voted to ratify PricewaterhouseCoopers LLP as Masco’s independent auditors for 2026, with 168,081,377 votes for, 18,421,847 against, and 120,596 abstentions recorded at the annual meeting.

What happened to the shareholder proposal on special meeting rights at Masco?

The shareholder proposal on special meeting rights did not pass, receiving 75,159,758 votes for, 100,995,648 against, and 482,380 abstentions, while a separate company-sponsored charter amendment enabling adoption of such rights was approved.

Filing Exhibits & Attachments

5 documents