Owens Corning (OC) shareholders back all directors, auditor and 2025 pay

Rhea-AI Filing Summary

Owens Corning reported the results of its Annual Meeting of Stockholders held on April 14, 2026. Stockholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving at least about 61 million votes in favor.

Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 66,874,167 votes for and 4,059,205 against. In addition, they approved on an advisory basis the 2025 compensation for named executive officers, with 59,702,618 votes for, 5,781,137 against, and 338,378 abstentions.

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

Votes for CEO director nominee Brian D. Chambers: 61,033,475 votes for Highest director support: 64,736,278 votes for Auditor ratification support: 66,874,167 votes for +4 more

7 metrics

Votes for CEO director nominee Brian D. Chambers 61,033,475 votes for Director election at 2026 annual meeting

Highest director support 64,736,278 votes for Election of Eduardo E. Cordeiro at 2026 annual meeting

Auditor ratification support 66,874,167 votes for Ratification of PricewaterhouseCoopers LLP for 2026

Auditor ratification opposition 4,059,205 votes against Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay votes for 2025 compensation 59,702,618 votes for Advisory vote on 2025 named executive officer pay

Say-on-pay votes against 2025 compensation 5,781,137 votes against Advisory vote on 2025 named executive officer pay

Broker non-votes on say-on-pay 5,171,495 broker non-votes Advisory vote on 2025 named executive officer pay

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, advisory basis, Broker Non-Votes, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"On April 14, 2026, Owens Corning (the “Company”) held its Annual Meeting of Stockholders"

independent registered public accounting firm regulatory

"ratified the selection 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.

advisory basis regulatory

"stockholders approved, on an advisory basis, the 2025 compensation"

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.

named executive officers financial

"the 2025 compensation paid to the Company's named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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): April 14, 2026

______________________________________

Owens Corning

(Exact name of registrant as specified in its charter)

______________________________________

DE

1-33100

43-2109021

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One Owens Corning Parkway

Toledo,

Ohio

43659

(Address of principal executive offices)

(Zip Code)

419-248-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

______________________________________

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 $0.01 per share

OC

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 April 14, 2026, Owens Corning (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders cast their votes as described below on three proposals described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 13, 2026.

Proposal 1

The Company's stockholders elected the following directors to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified pursuant to the following vote:

Name			Votes For			Votes Against			Abstentions			Broker Non-Votes
Brian D. Chambers			61,033,475			4,741,549			47,109			5,171,495
Michelle T. Collins			64,441,755			1,336,542			43,836			5,171,495
Eduardo E. Cordeiro			64,736,278			1,044,040			41,815			5,171,495
Adrienne D. Elsner			64,418,242			1,359,353			44,538			5,171,495
Alfred E. Festa			61,776,220			4,004,920			40,993			5,171,495
Edward F. Lonergan			61,518,449			4,262,556			41,128			5,171,495
Paul E. Martin			64,439,967			1,337,113			45,053			5,171,495
Suzanne P. Nimocks			62,129,313			3,651,994			40,826			5,171,495
John D. Williams			63,882,596			1,897,242			42,295			5,171,495

Proposal 2

The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026 pursuant to the following vote:

Votes For			Votes Against			Abstentions
66,874,167			4,059,205			60,256

Proposal 3

The Company's stockholders approved, on an advisory basis, the 2025 compensation paid to the Company's named executive officers pursuant to the following vote:

Votes For			Votes Against			Abstentions			Broker Non-Votes
59,702,618			5,781,137			338,378			5,171,495

SIGNATURES

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.

 

			Owens Corning
April 20, 2026			By:			/s/ Todd W. Fister
						Todd W. Fister
						Executive Vice President and Chief Financial Officer

FAQ

What did Owens Corning (OC) stockholders vote on at the April 2026 annual meeting?

Stockholders voted on three main items: electing nine directors for terms ending at the 2027 meeting, ratifying PricewaterhouseCoopers LLP as the 2026 independent auditor, and approving on an advisory basis 2025 compensation for the company’s named executive officers.

Were Owens Corning (OC) director nominees elected at the 2026 annual meeting?

Yes. All nine director nominees were elected to serve until the 2027 annual meeting and until their successors are elected and qualified. Each nominee received strong majority support, with individual “for” votes ranging from about 61.0 million to 64.7 million shares.

Did Owens Corning (OC) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Owens Corning’s independent registered public accounting firm for 2026, with 66,874,167 votes for, 4,059,205 votes against, and 60,256 abstentions, indicating broad support for continuing with the current audit firm.

How did Owens Corning (OC) stockholders vote on 2025 executive compensation?

Stockholders approved, on an advisory basis, the 2025 compensation paid to Owens Corning’s named executive officers. The advisory vote received 59,702,618 votes for, 5,781,137 against, 338,378 abstentions, and 5,171,495 broker non-votes, indicating overall support for the pay program.

What were the broker non-votes at Owens Corning’s 2026 annual meeting?

Broker non-votes appeared on the director elections and the executive compensation advisory vote. For each of these proposals, there were 5,171,495 broker non-votes, representing shares held by brokers that did not receive voting instructions for those specific items.

When will the newly elected Owens Corning (OC) directors serve until?

The elected directors will serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified. This one-year term structure means stockholders have the opportunity to vote on the full board each year.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB