Masco Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect directors Gary A. Coombe, Aine L. Denari, Christopher A. O’Herlihy and Charles K. Stevens to the Board for one-year terms.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to confirm alignment between executive pay and company performance, citing a pay-for-performance structure with annual cash bonuses tied to operating profit and net sales, LTIP metrics including cumulative EPS, ROIC and rTSR, and changes to RSU design to be forward-looking. The board recommends a FOR vote, noting prior strong shareholder support (around 91% in 2025) and ongoing shareholder engagement informing compensation design; the recommendation emphasizes that the vote is advisory but will be considered by the Compensation Committee in future decisions.

3. 3

   Ratification of Selection of Independent Auditors

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as the company’s independent auditors for 2026.

4. 4

   Amend Certificate to Limit Officer Liability

   ManagementBoard: FOR

   Approve amendments to the Certificate of Incorporation to limit the monetary liability of certain officers to the fullest extent permitted by Delaware law (DGCL Section 102(b)(7)); simplifies director exculpation language.

5. 5

   Move Advance Notice Provisions to Bylaws and Amend Periods

   ManagementBoard: FOR

   Amend the Certificate to remove advance notice provisions for stockholder nominations and allow the Board to move and revise the advance notice timing and information requirements in the Bylaws (changing to 90–120 day windows).

6. 6

   Amend Certificate to Enable Shareholders to Call Special Meetings

   ManagementBoard: FOR

   Amend the Certificate to permit adoption of a shareholders’ right to call special meetings; contingent Bylaw amendment would allow shareholders owning 25% of voting power, with one-year continuous ownership, to request Board to call a special meeting, subject to procedural and informational requirements and exclusion criteria.

   More detail

   Proposal 6 asks shareholders to approve a charter amendment enabling the Board to adopt a shareholder right to call special meetings and contemplates a bylaw implementing a 25% ownership-and-one-year holding requirement for shareholders to request a special meeting, with detailed procedural and informational requirements and exclusions. Management is seeking approval to expand shareholder rights while setting a relatively high ownership threshold (25%) to limit frivolous or burdensome special meetings; the Board recommends FOR, arguing the threshold balances shareholder access with protection from undue disruption and notes 25% is common among S&P 500 firms.

7. 7

   Stockholder Proposal—Give Shareholders an Ability to Call for a Special Shareholder Meeting

   Shareholder — John CheveddenBoard: AGAINST

   Stockholder proposal (John Chevedden) requesting the company amend governing documents to allow shareholders owning 10% of outstanding common stock to call a special shareholder meeting, without ownership period requirement.

   More detail

   Shareholder Proposal 7 requests that the company amend its governing documents to allow shareholders holding 10% of outstanding common stock to call a special meeting without ownership-period restrictions, arguing this strengthens accountability and is supported at peer companies; management opposes and has offered Proposal 6 to enable a 25%/one-year threshold instead. The dispute centers on balancing shareholder rights and responsiveness versus the risk of disruptive or costly special meetings; management emphasizes a higher 25% threshold and procedural protections to avoid opportunistic use, while the proponent cites precedents and recent company underperformance as justification for easier shareholder access.

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When is the Masco Corp 2026 annual meeting?

Masco Corp (MAS) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Masco Corp 2026 meeting?

The record date for the Masco Corp 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Masco Corp's 2026 meeting?

The board is presenting 10 director nominees at the Masco Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Masco Corp 2026 meeting?

Shareholders will vote on 7 proposals at the Masco Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.