Janus International Group Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting (as defined below), the shareholders of Janus International Group, Inc. (the “Company”) approved the adoption of a Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. On June 24, 2024, the Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware. The Second Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 24, 2024, the Company held its annual meeting of shareholders (the “Annual Meeting”) virtually via live webcast. Only shareholders of record at the close of business on May 1, 2024, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 145,978,142 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. Present at the meeting in person or by proxy were holders of 126,023,985 shares of the Company’s common stock, which represented approximately 86.33% of the voting power of all shares of common stock as of the record date and constituted a quorum for the transaction of business at the Annual Meeting.
The shareholders of the Company voted on the following proposals at the Annual Meeting:
| 1. | To elect three nominees (Tony Byerly, Roger Fradin, and Joseph F. Hanna) to serve as Class III directors until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified; |
| 2. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 28, 2024; |
| 3. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting; |
| 4. | To vote, on a non-binding, advisory basis, on the frequency of the advisory vote on the compensation of the Company’s named executive officers; and |
| 5. | To approve an amendment and restatement of the Company’s certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation. |
The voting results for each proposal were as follows:
Proposal 1 — Election of Class III Directors:
| For | Against | Abstain | Broker Non-Votes | |||||
| Tony Byerly | 111,685,815 | 3,613,343 | 209,235 | 10,515,592 | ||||
| Roger Fradin | 60,104,779 | 55,194,379 | 209,235 | 10,515,592 | ||||
| Joseph F. Hanna | 112,613,265 | 2,685,893 | 209,235 | 10,515,592 |
Based on the votes set forth above, each director nominee was duly elected to serve as a Class III director until the 2027 annual meeting of shareholders and until each of their respective successors is duly elected and qualified.
Following the Annual Meeting, in addition to the Class III directors, David Doll, Xavier A. Gutierrez, Heather Harding, Ramey Jackson, Thomas A. Szlosek, and Eileen M. Youds will also continue in their terms as directors.
Proposal 2 — Ratification of KPMG LLP as the Independent Registered Public Accounting Firm:
| For | Against | Abstain | Broker Non-Votes | |||
| 125,873,660 | 121,818 | 28,507 | — |
Based on the votes set forth above, the shareholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024.
Proposal 3 — Compensation of Named Executive Officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 112,605,152 | 2,875,323 | 27,918 | 10,515,592 |
Based on the votes set forth above, the shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement for the Annual Meeting.
Proposal 4 — Frequency of Vote on Compensation of Named Executive Officers:
| Once Every Year | Every Two Years | Every Three Years | Abstain | |||
| 113,462,897 | 1,616 | 2,011,566 | 32,314 |
Based on the votes set forth above, the shareholders approved, on a non-binding, advisory basis, of “once every year” for the frequency of future advisory votes on the compensation of the Company’s named executive officers.
In light of the outcome of the shareholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, the Company’s board of directors has determined to hold the advisory vote on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of such votes. Accordingly, the next shareholder advisory vote on executive compensation is expected to be held at the Company’s 2025 annual meeting of shareholders. The next advisory vote on the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2030 annual meeting of shareholders.
Proposal 5 — Amendment and Restatement of the Company’s Certificate of Incorporation:
| For | Against | Abstain | Broker Non-Votes | |||
| 95,856,241 | 19,625,991 | 26,161 | 10,515,592 |
Based on the votes set forth above, the shareholders approved an amendment and restatement of the Company’s certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation.
| Item 9.01. | Financial Statement and Exhibits. |
| Exhibit Number |
Description | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Janus International Group, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 24, 2024
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Ramey Jackson | |
| Name: | Ramey Jackson | |
| Title: | Chief Executive Officer | |