01—Abstract
Summary
Summary of the 8-K filed May 15, 2024. Cited figures are marked; the original filing is the authoritative source.
Masco Corporation stockholders approved the 2024 Long Term Stock Incentive Plan at the Annual Meeting held May 10, 2024.
The plan authorizes up to 7,450,000 shares of common stock for awards, all rolled over from the remaining share pool of the 2014 Long Term Stock Incentive Plan. The 2024 Plan replaces the 2014 Plan, so no further awards will be granted under the 2014 Plan, though awards granted before the meeting remain outstanding on their original terms. At the meeting, 220,573,864 shares of common stock were outstanding and entitled to vote.
Stockholders re-elected Class III directors Mark R. Alexander, Marie A. Ffolkes and John C.
Plant to serve until the 2027 Annual Meeting. Votes for Alexander were 177,829,126, for Ffolkes 146,050,354, and for Plant 126,485,296, with Ffolkes and Plant drawing substantially more votes against than Alexander. Stockholders also approved PricewaterhouseCoopers LLP as independent auditors for 2024, with 187,732,727 votes for and 15,460,446 against.
On compensation and governance, stockholders gave a non-binding advisory approval to named executive officer compensation, with 175,567,534 votes for and 17,719,655 against. They also approved a non-binding stockholder proposal entitled "Simple Majority Vote," with 182,580,159 votes for, 2,565,832 against and 8,353,053 abstentions.
02—Key points
Key Highlights
- Stockholders approved the 2024 Long Term Stock Incentive Plan, which authorizes up to 7,450,000 shares of common stock, all rolled over from the 2014 Plan's remaining share pool.
- The 2024 Plan replaces the 2014 Plan, which will grant no further awards; previously granted awards continue to vest or become exercisable under their original terms.
- Shareholder approval of the 2024 Plan was 187,022,801 votes for and 6,317,781 against, with 158,660 abstentions and 9,804,172 broker non-votes.
- Three Class III directors (Mark R. Alexander, Marie A. Ffolkes and John C. Plant) were elected to terms ending at the 2027 Annual Meeting.
- PricewaterhouseCoopers LLP was ratified as independent auditors for 2024 with 187,732,727 votes for and 15,460,446 against.
- The non-binding say-on-pay vote on named executive officer compensation received 175,567,534 votes for and 17,719,655 against.
- The non-binding "Simple Majority Vote" stockholder proposal received 182,580,159 votes for, 2,565,832 against and 8,353,053 abstentions.
03—Questions
Frequently Asked Questions
What does the 2024 Long Term Stock Incentive Plan authorize?
The 2024 Plan authorizes up to 7,450,000 shares of Masco common stock for awards. The filing states that all of these shares were rolled over from the remaining share pool of the 2014 Long Term Stock Incentive Plan.
What happens to the 2014 Plan and existing awards?
The 2024 Plan replaces the 2014 Plan, so no further awards will be granted under the 2014 Plan. Awards granted before the May 10, 2024 Annual Meeting remain outstanding and continue to vest or become exercisable under their original terms and conditions.
How did stockholders vote on the director elections and auditor ratification?
Mark R. Alexander received 177,829,126 votes for, Marie A. Ffolkes 146,050,354 and John C. Plant 126,485,296. PricewaterhouseCoopers LLP was ratified with 187,732,727 votes for and 15,460,446 against, out of 220,573,864 shares outstanding and entitled to vote at the record date.
Where can investors find more detail on the 2024 Plan's terms?
The material terms are described in Proposal 4 of the Definitive Proxy Statement on Schedule 14A filed April 1, 2024, on pages 65 through 72, and are incorporated by reference. The full plan is filed as Exhibit 10 to the 8-K.
04—Continue