01—Abstract
Summary
Summary of the 8-K filed May 14, 2026. Cited figures are marked; the original filing is the authoritative source.
Masco Corporation reported the results of its 2026 annual meeting of stockholders, held May 8, 2026, where stockholders approved amendments to the Company's Certificate of Incorporation.
The amendments move the advance notice provisions for stockholder nominations into the Bylaws and adjust the advance notice period, enable adoption of a stockholder right to call a special meeting, and limit the liability of certain officers as permitted by law. On May 12, 2026, the Company filed a Certificate of Amendment with the Delaware Secretary of State to implement these changes. The Board also approved an amended and restated Bylaws, effective May 8, 2026.
Under the revised Section 1.02, holders of 25%a or more of the voting power who have owned their shares continuously for at least one year may request that the Board call a special meeting. Section 1.06 now sets the time period and procedural and information requirements for director nominations by stockholders. At the meeting, 202,913,475 shares of common stock were outstanding and entitled to vote.
All four director nominees, Gary A. Coombe, Aine L. Denari, Christopher A.
O'Herlihy and Charles K. Stevens III, were elected to serve until the 2027 annual meeting. Stockholders also approved the non-binding advisory say-on-pay proposal, ratified PricewaterhouseCoopers LLP as independent auditors for 2026, and approved the three charter amendments.
A stockholder proposal on the right to call a special meeting did not pass, with 75,159,758 votes for and 100,995,648 against. For investors, the filing mainly documents governance changes. The most notable is the adoption of a special meeting right, which the Board implemented through the Bylaws with a 25%b ownership threshold, while the separate stockholder proposal on the same topic was defeated.
02—Key points
Key Highlights
- Stockholders approved amendments to the Certificate of Incorporation at the May 8, 2026 annual meeting, covering advance notice provisions, a special meeting right, and officer liability limits.
- A Certificate of Amendment was filed with the Delaware Secretary of State on May 12, 2026.
- Amended and restated Bylaws, effective May 8, 2026, permit holders of 25% or more of voting power owning shares for at least one year to request a special meeting.
- All four director nominees were elected to serve until the 2027 annual meeting, with Gary A. Coombe receiving 175,349,688 votes for.
- Stockholders ratified PricewaterhouseCoopers LLP as independent auditors for 2026, with 168,081,377 votes for and 18,421,847 against.
- The non-binding say-on-pay proposal received 161,067,793 votes for and 15,006,136 against.
- The stockholder proposal on the right to call a special meeting did not pass, receiving 75,159,758 votes for and 100,995,648 against.
03—Questions
Frequently Asked Questions
What changed in Masco's governing documents?
Stockholders approved three Certificate of Incorporation amendments: moving advance notice provisions for stockholder nominations into the Bylaws and amending the advance notice period, enabling a stockholder right to call a special meeting, and limiting the liability of certain officers as permitted by law. The Certificate of Amendment was filed May 12, 2026, and the Bylaws were amended and restated effective May 8, 2026.
How can stockholders request a special meeting under the new Bylaws?
Under amended Section 1.02, shareholders owning 25% or more of the voting power of outstanding shares, who have owned those shares continuously for at least one year, may request that the Board call a special meeting.
Were all director nominees elected?
Yes. Gary A. Coombe, Aine L. Denari, Christopher A. O'Herlihy and Charles K. Stevens III were each elected to serve until the 2027 annual meeting. Votes for ranged from 162,154,089 (O'Herlihy) to 175,349,688 (Coombe).
Did the stockholder special meeting proposal pass?
No. The stockholder proposal on the right to call a special meeting received 75,159,758 votes for and 100,995,648 against, with 482,380 abstentions and 9,986,034 broker non-votes reported for the director proposal row, not this item.
04—Continue