UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 4, 2024

MasterBrand, Inc.
(Exact name of Registrant as Specified in Its Charter)

Delaware
001-41545
88-3479920
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

3300 Enterprise Parkway,
Suite 300 Beachwood, Ohio
  
44122
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: 877-622-4782
 
(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
  
  Common Stock, par value $0.01 per share
   MBC
   New York Stock Exchange
  
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Item 5.03.
Amendments to Articles of Incorporation or Bylaws.
 
On September 4, 2024, the Board of Directors (the “Board”) of MasterBrand, Inc. (the “Company”), in connection with the Board’s periodic review of corporate governance matters, adopted and approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective as of such date, in order to amend certain disclosure requirements under the advance notice provisions of the Amended and Restated Bylaws and amend a related defined term.
 
The foregoing description of the Amended and Restated Bylaws is a summary, does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Amended and Restated Bylaws, which is being filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
Description
  
   
   


Amended and Restated Bylaws of MasterBrand, Inc., effective September 4, 2024
  

       

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
  


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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.

 
MASTERBRAND, INC.
     
Date: September 6, 2024
By:
/s/ R. David Banyard, Jr.
 
Name:
R. David Banyard, Jr.
 
Title:
Chief Executive Officer


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