2016.05.12 8-K (Shareholder Meeting)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
_______________________________________ 
FORM 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): May 12, 2016
 
  ________________________________________
Masonite International Corporation
(Exact name of registrant as specified in its charter)
 
  ________________________________________
 
British Columbia, Canada
 
001-11796
 
98-0377314
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
2771 Rutherford Road
Concord, Ontario, Canada
 
L4K 2N6
(Address of principal executive offices)
 
(Zip Code)
(800) 895-2723
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 12, 2016, Masonite International Corporation (the "Company") held the 2016 Annual General Meeting of Shareholders (the “Annual Meeting”) at the University Club of Tampa in Tampa, Florida. A total of 27,428,327 common shares of the Company ("Common Shares"), out of a total of 30,514,107 Common Shares outstanding and entitled to vote as of the record date, were present in person or represented by proxies at the Annual Meeting. Each of the proposals is described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below.

Proposal 1 - Election of Directors

The following directors were elected to the Company’s Board of Directors at the Annual Meeting to serve as Directors until the Company’s 2017 Annual General Meeting of shareholders and until their respective successors are duly elected and qualified:
 
Votes For
Votes Withheld
Broker Non-Votes
Frederick J. Lynch
25,853,717
65,016
1,509,594
Jody L. Bilney
25,854,246
64,487
1,509,594
Robert J. Byrne
25,853,717
65,016
1,509,594
Peter R. Dachowski
25,557,737
360,996
1,509,594
Jonathan F. Foster
25,223,741
694,992
1,509,594
George A. Lorch
25,556,914
361,819
1,509,594
Rick J. Mills
25,853,612
65,121
1,509,594
Francis M. Scricco
25,599,795
318,938
1,509,594
John C. Wills
25,811,409
107,324
1,509,594

Proposal 2 - Advisory Vote on Executive Compensation

The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.
For
Against
Abstain
Broker Non-Votes
24,564,427
1,352,531
1,775
1,509,594

Proposal 3 - Appointment of Independent Registered Public Accounting Firm

The shareholders voted at the Annual Meeting to approve the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2017.
For
Against
Abstain
Broker Non-Votes
27,377,808
48,388
2,131
—




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.
 
 
MASONITE INTERNATIONAL CORPORATION
 
 
 
Date:
May 16, 2016
By:
 
/s/ Robert E. Lewis
 
 
Name:
 
Robert E. Lewis
 
 
Title:
 
Senior Vice President, General Counsel and Secretary