UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i April 15, 2021

 

 i Owens Corning

(Exact Name of Registrant as Specified in its Charter)

 

 

i Delaware		i 1-33100		i 43-2109021
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i One Owens Corning Parkway  i Toledo,  i Ohio		i 43659
(Address of Principal Executive Offices)		(Zip Code)

 i (419)  i 248-8000

(Registrant’s telephone number, including area code)

(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:

 

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-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol		Name of each exchange on which registered
i Common Stock, par value $0.01 per share		i OC		i 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   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 5.07.

Submission of Matter to a Vote of Security Holders.

On April 15, 2021, Owens Corning (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The record date for shareholders entitled to notice of, and to vote at, the Annual Meeting was February 16, 2021. At the close of business on that date, the Company had 104,926,383 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. At the Annual Meeting, three proposals were submitted to the Company’s shareholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 11, 2021. The final voting results were as follows:

Proposal 1

The Company’s shareholders elected the following directors to serve for a term expiring at the 2022 Annual Meeting of Shareholders. The voting results are set forth below:

 

DIRECTORS		FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
Brian D. Chambers			85,799,371				7,383,022				359,203			2,985,808
Eduardo E. Cordeiro			92,896,160				596,581				48,855			2,985,808
Adrienne D. Elsner			93,427,913				69,177				44,506			2,985,808
Alfred E. Festa			93,235,228				256,260				50,108			2,985,808
Edward F. Lonergan			92,392,963				1,104,965				43,668			2,985,808
Maryann T. Mannen			93,423,139				84,150				34,307			2,985,808
Paul E. Martin			93,245,819				242,965				52,812			2,985,808
W. Howard Morris			92,139,122				1,352,528				49,946			2,985,808
Suzanne P. Nimocks			92,151,949				1,353,313				36,334			2,985,808
John D. Williams			92,595,292				912,818				33,486			2,985,808

Proposal 2

The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021. The voting results are set forth below:

 

VOTES FOR		VOTES AGAINST		VOTES ABSTAIN		BROKER NON-VOTES
95,254,774		1,233,141		39,489		—

Proposal 3

The Company’s shareholders approved, on an advisory basis, named executive officer compensation. The voting results are set forth below:

 

VOTES FOR		VOTES AGAINST		VOTES ABSTAIN		BROKER NON-VOTES
84,042,320		9,200,359		298,917		2,985,808

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.

 

						OWENS CORNING
April 21, 2021				By:		/s/ Kenneth S. Parks
						Kenneth S. Parks Executive Vice President and Chief Executive Officer