Janus International Group Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Janus International Group, Inc. (the “Company”) approved the payment of discretionary cash incentive bonuses to certain key employees of the Company, including Ramey Jackson, Chief Executive Officer, Anselm Wong, Executive Vice President and Chief Financial Officer, Morgan Hodges, Executive Vice President, Vic Nettie, Vice President of Manufacturing, and Peter Frayser, Chief Commercial Officer in the amounts of $447,500, $205,031, $163,200, $151,763, and $71,100 (representing, 50%, or in the case of Mr. Frayser, 25%, of the executive’s target annual incentive amount for fiscal 2024 under the Company’s annual incentive plan, the Janus Bonus Program). Upon determining that the performance targets for fiscal 2024 had not been achieved and that annual incentive bonuses otherwise would not be payable for 2024 under the Janus Bonus Program, the Committee approved these discretionary incentive bonus payments in order to encourage the retention of its executive team, which has deep industry knowledge and expertise, recognize the executives’ contributions to the Company’s accomplishments in the challenging market environment of fiscal 2024, and motivate the executives to focus on executing on the Company’s business objectives for fiscal 2025.
Item 7.01. Regulation FD Disclosure.
On March 7, 2025, the Company issued a press release with respect to the prepayment described in Item 8.01 of this Current Report, which Item 8.01 is incorporated herein by reference. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information included under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On March 5, 2025, the Company voluntarily prepaid $40,000,000 toward the Company’s Amended and Restated First Lien Credit and Guarantee Agreement, dated as of February 12, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Janus International Group, LLC, a Delaware limited liability company, Janus Intermediate, LLC, a Delaware limited liability company, the Subsidiary Guarantors from time to time party thereto, each of the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”), and Goldman Sachs Bank USA, as Administrative Agent for the Lenders from time to time party to the Credit Agreement and the other parties thereto. Capitalized terms used in this Item 8.01 and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Item 9.01. Financial Statement and Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 7, 2025. | |
| 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: March 7, 2025
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Anselm Wong | |
| Name: Anselm Wong | ||
| Title: Chief Financial Officer | ||