SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2021 (May 20, 2021)
Cornerstone Building Brands, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
|(Commission File Number)||(I.R.S. Employer|
|5020 Weston Parkway||Suite 400||Cary||NC||27513|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (866) 419-0042
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||Name of Each Exchange on Which Registered|
|Common Stock $.01 par value per share||CNR||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2021. At the Annual Meeting, the stockholders of the Company (i) elected Wilbert W. James, Jr., Daniel Janki, John Krenicki and John J. Holland as Class I directors to serve until the annual meeting of stockholders to be held in 2024, (ii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement, and (iii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
The following table shows the votes cast for, against, abstain and non-votes for each of the nominees for director:
|Nominee|| ||For|| ||Against|| ||Abstain|| ||Non-Votes|
|Class I:|| || || || || || || || |
|Wilbert W. James, Jr.|| ||95,001,029 ||418,005 ||33,718 ||11,015,138 |
|Daniel Janki|| ||94,981,282 ||450,608 ||20,862 ||11,015,138 |
|John Krenicki|| ||85,515,845 ||9,913,251 ||23,656 ||11,015,138 |
|John J. Holland|| ||89,035,971 ||6,403,390 ||13,391 ||11,015,138 |
The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement, by the following vote:
|For|| ||Against|| ||Abstain|| ||Non-Votes|
|94,909,006|| ||524,836|| ||18,910|| ||11,015,138|
The stockholders of the Company ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 by the following vote:
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 thereunto duly authorized.
|CORNERSTONE BUILDING BRANDS, INC.|
|By:||/s/ Alena S. Brenner|
|Name:||Alena S. Brenner|
|Title:||Executive Vice President, General Counsel |
and Corporate Secretary
Date: May 24, 2021