Janus International Group, Inc.

For the period ended Jun 16, 2025. Filed Apr 25, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2025 · Filed Apr 25, 2025

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JBI$4.64-2.7%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Janus International Group, Inc.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Shareholders,

We are pleased to invite you to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Janus International Group, Inc. (“Janus” or the “Company”) to be held on June 16, 2025, at 2:00 p.m. prevailing Eastern Time. This year the Annual Meeting will be conducted virtually, via live audio webcast. You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/JBI2025. You will be able to submit questions and vote your shares electronically during the Annual Meeting by logging in using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials. The accompanying proxy statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:

1.	to elect three nominees (Ramey Jackson, Xavier Gutierrez, and Heather Harding) to serve as Class I directors until the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

2.	to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending January 3, 2026;

3.	to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement;

4.	to approve an amendment and restatement of our certificate of incorporation to declassify the Board of Directors (the “Board”);

to approve: (a) an amendment and restatement of our certificate of incorporation to eliminate supermajority vote requirements for shareholders to amend certain provisions of our certificate of incorporation and bylaws and to remove directors, and (b) an amendment and restatement of our certificate of incorporation to eliminate the supermajority vote requirement relating to certain business opportunities; and

6.	to transact other business as may properly come before the Annual Meeting or any adjournment of the Annual Meeting.

Our Board has set the record date as April 23, 2025. Only shareholders that owned shares of the Company’s common stock at the close of business on that day are entitled to notice of and may vote at this meeting or any adjournment of the Annual Meeting. A list of the Company’s shareholders of record will be available at our corporate headquarters located at 135 Janus International Blvd., Temple, Georgia 30179, Attn: General Counsel and on the date of the Annual Meeting, on the virtual platform for the Annual Meeting at www.virtualshareholdermeeting.com/JBI2025.

We plan to mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials, how to vote online, and how to obtain a paper copy of the proxy materials, on or about April 25, 2025.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the proxy card. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.

Sincerely,

ROGER FRADIN	RAMEY JACKSON
Chair	Chief Executive Officer and Director

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

The 2025 Annual Meeting of Janus International Group, Inc. will be held via the internet at www.virtualshareholdermeeting.com/JBI2025 on June 16, 2025, at 2:00 p.m. prevailing Eastern Time for the following purposes:

1.	to elect three nominees (Ramey Jackson, Xavier Gutierrez, and Heather Harding) to serve as Class I directors until the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

2.	to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending January 3, 2026;

3.	to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement;

4.	to approve an amendment and restatement of our certificate of incorporation to declassify the Board;

6.	to transact other business as may properly come before the Annual Meeting or any adjournment of the Annual Meeting.

A list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder for any purpose relevant to the Annual Meeting during ordinary business hours no later than ten days prior to June 16, 2025, at 135 Janus International Blvd. Temple, GA 30179, Attn: General Counsel and on the date of the Annual Meeting, on the virtual platform for the Annual Meeting at www.virtualshareholdermeeting.com/JBI2025.

By Order of the Board of Directors,

Elliot Kahler

General Counsel and Corporate Secretary

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