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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (i704) i378-5700
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):
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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 class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock (par value $0.01 per share)
iJELD
iNew
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
i☐
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 5.07Submission of Matters to a Vote of Security Holders.
JELD-WEN Holding, Inc. (the “Company”) held its Annual
Meeting of Stockholders (“Annual Meeting”) on April 25, 2024. There were 85,974,164 shares of common stock entitled to vote at the Annual Meeting and 76,855,517 shares were voted in person or by proxy (approximately 89.39% 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 2025 Annual Meeting 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
74,631,914
597,796
1,625,807
Antonella
B. Franzen
75,002,381
227,329
1,625,807
Catherine A. Halligan
73,412,134
1,817,576
1,625,807
Michael F. Hilton
74,361,037
868,673
1,625,807
Tracey
I. Joubert
73,641,924
1,587,786
1,625,807
Cynthia G. Marshall
72,881,983
2,347,727
1,625,807
David G. Nord
74,928,281
301,429
1,625,807
Bruce
M. Taten
72,508,578
2,721,132
1,625,807
Roderick C. Wendt
74,512,800
716,910
1,625,807
Steven E. Wynne
73,056,171
2,173,539
1,625,807
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 (“Say-on-Pay”).
Votes Cast For
Votes Cast Against
Abstentions
Broker
Non-Votes
72,516,191
2,525,394
188,125
1,625,807
Proposal No. 3 – Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation
The Company’s stockholders approved a non-binding, advisory vote on the frequency of future advisory votes on executive compensation (“Say-on-Frequency”). Taking into consideration the voting results, the Board of Directors of the
Company determined that the Company will hold a Say-on-Pay vote every year until the next required Say-on-Frequency vote.
1 Year
2 Years
3 Years
Abstentions
72,247,403
32,676
2,877,507
72,124
Proposal
No. 4 – Ratify the Appointment of our Independent Auditor for 2024
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent auditor for 2024.
Votes Cast For
Votes Cast Against
Abstentions
75,450,862
1,279,297
125,358
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.
