UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
On October 30, 2025, MasterBrand, Inc., a Delaware corporation (“MasterBrand”), held a special meeting of stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated as of August 5, 2025 (the “Merger Agreement”), by and among MasterBrand, Maple Merger Sub, Inc., a Virginia corporation and wholly-owned subsidiary of MasterBrand (“Merger Sub”), and American Woodmark Corporation, a Virginia corporation (“American Woodmark”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting, MasterBrand’s stockholders considered certain matters related to the merger, each of which is described in more detail in the joint proxy statement/prospectus of MasterBrand and American Woodmark, dated September 25, 2025. At the close of business on September 22, 2025, the record date for the Special Meeting, there were 126,738,905 shares of MasterBrand common stock outstanding. At the Special Meeting, the holders of 108,154,659 shares of MasterBrand common stock were represented in person or by proxy, constituting a quorum.
The vote results on the matters presented at the Special Meeting are set forth below.
MasterBrand Issuance Proposal. A proposal to approve the issuance of MasterBrand common stock to holders of American Woodmark common stock pursuant to the Merger Agreement was approved upon the following votes:
| Votes For |
Votes Against |
Abstentions | ||
| 107,898,864 | 173,639 | 82,156 |
No adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the Special Meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Special Meeting.
Item 8.01. Other Events.
Also on October 30, 2025, MasterBrand and American Woodmark issued a joint press release announcing the voting results of the Special Meeting and the results of the special meeting of American Woodmark shareholders held on October 30, 2025. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Joint Press Release issued by MasterBrand, Inc. and American Woodmark Corporation, dated October 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| MASTERBRAND, INC. | ||||||
| Date: October 30, 2025 | By: | /s/ R. David Banyard, Jr. | ||||
| Name: | R. David Banyard, Jr. | |||||
| Title: | President & Chief Executive Officer | |||||