MasterBrand (MBC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, with record date of April 13, 2026.

• Shareholders will vote on director elections, executive compensation, and auditor ratification.

• 2025 net sales grew 1.3% to $2.7 billion, with free cash flow exceeding net income despite market contraction.

• Announced merger with American Woodmark, expected to close in Q2 2026, targeting $90 million in synergies by year three post-close.

• Strategic priorities include growth alignment, lean operations, and technology enablement.

Voting matters and shareholder proposals

• Election of two (or three, if merger closes) directors for three-year terms.

• Advisory vote on 2025 executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Shareholder proposals for 2027 proxy materials must be received by December 23, 2026.

• Proxy access allows 3% shareholders with 3-year holding to nominate up to 20% of the Board.

Board of directors and corporate governance

• Board currently has eight members, expanding to eleven upon merger close.

• Board is classified, transitioning to annual elections by 2030.

• Majority independent, with separate Non-Executive Chair and CEO roles.

• All committees (Audit, Compensation, Nominating & Governance) are fully independent.

• Annual board and committee self-evaluations; director overboarding policy in place.