UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 7, 2013

 

 

Masco Corporation

(Exact name of Registrant as Specified in Charter)

 

 

 

Delaware		1-5794		38-1794485
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

21001 Van Born Road, Taylor, Michigan		48180
(Address of Principal Executive Offices)		(Zip Code)

(313) 274-7400

Registrant’s telephone number, including area code

 

 

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:

 

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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))

 

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

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

Masco Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2013 at its corporate office in Taylor, Michigan. At the Annual Meeting, Company stockholders voted on five proposals. A brief description of the proposals and the votes cast on each proposal are set forth below. In order to pass, each proposal required the approval of a majority of the votes cast, except Proposal 4, which, in accordance with the Company’s Certificate of Incorporation, required the approval of 80% of the outstanding shares of common stock (the Company had 356,824,468 shares of common stock outstanding as of the record date).

Proposal 1 – The election of three Class I directors to serve until the Annual Meeting in 2016.

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Dennis W. Archer			282,537,034				7,001,242				611,794				17,778,025
Donald R. Parfet			287,625,078				1,886,599				638,393				17,778,025
Lisa A. Payne			280,236,008				9,236,066				677,996				17,778,025

Proposal 2 – A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related material disclosed in the Proxy Statement.

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	263,154,269				26,186,009				809,792				17,778,025

Proposal 3 – The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2013.

 

Votes For				Votes Against				Abstentions
	301,244,690				6,067,583				615,822

Proposal 4 – Amendments to the Company’s Certificate of Incorporation and Bylaws to declassify the Board of Directors.

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	273,119,599				14,504,236				2,526,235				17,778,025

Proposal 5 – Approval of the performance metrics for performance-based compensation intended to qualify under Internal Revenue Code Section 162(m).

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	272,124,003				16,783,583				1,242,484				17,778,025

 

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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.

 

May 13, 2013

 

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