MasterBrand (NYSE: MBC) investors approve board slate, pay and auditor

Rhea-AI Filing Summary

MasterBrand, Inc. reported results from its Annual Meeting of Shareholders. Holders of 113,116,411 shares, about 88.4% of the 127,982,461 shares outstanding as of April 13, 2026, were present or represented by proxy, satisfying quorum requirements.

Shareholders elected Ann Fritz Hackett, R. David Banyard, Jr., and Philip Fracassa to three-year board terms. They also approved the advisory vote on 2025 named executive officer compensation and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026.

8-K Event Classification

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

1 item

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.

Key Figures

Shares outstanding entitled to vote: 127,982,461 shares Shares present or by proxy: 113,116,411 shares Support for Hackett director election: 99,471,548 votes for +4 more

7 metrics

Shares outstanding entitled to vote 127,982,461 shares Common stock outstanding as of April 13, 2026 record date

Shares present or by proxy 113,116,411 shares Shares represented at the annual meeting (about 88.4% of eligible)

Support for Hackett director election 99,471,548 votes for Proposal 1, Ann Fritz Hackett board seat

Support for Banyard director election 100,608,637 votes for Proposal 1, R. David Banyard, Jr. board seat

Support for Fracassa director election 100,765,328 votes for Proposal 1, Philip Fracassa board seat

Say-on-pay votes for 2025 NEO pay 98,960,374 votes for Proposal 2, advisory vote on 2025 named executive officer compensation

Auditor ratification votes for PwC 112,161,309 votes for Proposal 3, ratification of PricewaterhouseCoopers LLP for 2026

Key Terms

quorum, broker non-votes, advisory vote, independent registered public accounting firm, +1 more

5 terms

quorum financial

"113,116,411, or approximately 88.4% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation."

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.

broker non-votes financial

"Broker Non-Votes ... 11,520,224"

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.

advisory vote financial

"Proposal 2 – Advisory vote on the Company’s 2025 Named Executive Officer compensation."

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.

independent registered public accounting firm financial

"Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026."

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.

Annual Meeting of Shareholders financial

"On June 4, 2026, MasterBrand, Inc. held its Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

false 0001941365 0001941365 2026-06-04 2026-06-04

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 4, 2026

MasterBrand, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41545		88-3479920
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3300 Enterprise Parkway, Suite 300 Beachwood, Ohio		44122
(Address of Principal Executive Offices)		(Zip Code)

877-622-4782

(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 Securities Exchange Act of 1934:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		MBC		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 5.07. Submission of Matters to a Vote of Security Holders.

On June 4, 2026, MasterBrand, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 13, 2026, the record date for holders of shares of common stock, par value $0.01 per share (the “Shares”), entitled to vote at the Annual Meeting, there were 127,982,461 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 113,116,411, or approximately 88.4% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each matter.

Proposal 1 – Election of three director nominees to serve three-year terms.

Nominee		Votes For				Votes Against				Abstentions				Broker Non-Votes
Ann Fritz Hackett			99,471,548				1,596,328				528,311				11,520,224
R. David Banyard, Jr.			100,608,637				467,406				520,144				11,520,224
Philip Fracassa			100,765,328				263,363				567,496				11,520,224

The shareholders elected each of the nominees as directors.

Proposal 2 – Advisory vote on the Company’s 2025 Named Executive Officer compensation.

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Votes Cast			98,960,374				1,931,187				704,626				11,520,224

The shareholders approved the Company’s 2025 Named Executive Officer compensation.

Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

		Votes For				Votes Against				Abstentions
Votes Cast			112,161,309				360,108				594,994

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

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.

MASTERBRAND, INC.

/s/ R. David Banyard, Jr.

R. David Banyard, Jr.

President & Chief Executive Officer

Date: June 4, 2026

FAQ

What key decisions were made at MasterBrand (MBC) 2026 annual meeting?

Shareholders elected three directors, approved 2025 named executive officer compensation, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026. These actions keep the existing board structure, executive pay program, and audit relationship in place for the upcoming fiscal year.

How many MasterBrand (MBC) shares were eligible to vote at the annual meeting?

A total of 127,982,461 common shares were outstanding and entitled to vote as of April 13, 2026. This figure represents the full voting base for the meeting’s proposals, including director elections, the advisory compensation vote, and auditor ratification.

What was MasterBrand (MBC) shareholder turnout for the 2026 annual meeting?

Shareholders representing 113,116,411 shares, about 88.4% of those entitled to vote, were present or represented by proxy. This high participation level satisfied quorum requirements under the company’s Articles of Incorporation for conducting official business.

Did MasterBrand (MBC) shareholders approve 2025 executive compensation?

Yes. In the advisory vote on 2025 named executive officer compensation, 98,960,374 votes were cast in favor, 1,931,187 against, and 704,626 abstained. This indicates strong support for the company’s reported 2025 compensation program for its top executives.

Which auditor did MasterBrand (MBC) shareholders ratify for fiscal 2026?

Shareholders ratified PricewaterhouseCoopers LLP as MasterBrand’s independent registered public accounting firm for fiscal year 2026, with 112,161,309 votes for, 360,108 against, and 594,994 abstentions. This confirms continuation of the existing external audit relationship for the next fiscal year.

Who was elected to MasterBrand (MBC) board at the 2026 meeting?

Ann Fritz Hackett, R. David Banyard, Jr., and Philip Fracassa were each elected to serve three-year terms as directors. Each nominee received over 99 million votes for, with relatively small numbers of votes against or abstentions, indicating broad shareholder support.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB