MBC Masterbrand, Inc. - 8-K

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 4, 2026, MasterBrand, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). As of April 13, 2026, the record date for holders of shares of common stock, par value $0.01 per share (the “Shares”), entitled to vote at the Annual Meeting, there were 127,982,461 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 113,116,411, or approximately 88.4% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each matter.

Proposal 1 – Election of three director nominees to serve three-year terms.

Nominee

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

Ann Fritz Hackett

99,471,548

1,596,328

528,311

11,520,224

R. David Banyard, Jr.

100,608,637

467,406

520,144

11,520,224

Philip Fracassa

100,765,328

263,363

567,496

11,520,224

The shareholders elected each of the nominees as directors.

Proposal 2 – Advisory vote on the Company’s 2025 Named Executive Officer compensation.

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

Votes Cast

98,960,374

1,931,187

704,626

11,520,224

The shareholders approved the Company’s 2025 Named Executive Officer compensation.

Proposal 3 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

Votes For

Votes

Against

Abstentions

Votes Cast

112,161,309

360,108

594,994

The shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.