MasterBrand, Inc.
For the period ended Jun 4, 2026. Filed Apr 22, 2026.
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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 4, 2026 · Filed Apr 22, 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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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MasterBrand, 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 the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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2026
Notice of Annual Meeting and Proxy Statement
Notice of 2026 Annual Meetingof Shareholders
MASTERBRAND, INC.
3300 Enterprise Parkway, Suite 300
Beachwood, Ohio 44122
| Date & Time Thursday, June 4, 2026, at 9:00 a.m. Eastern Time, or at any adjournment or postponement thereof | Location 3333 Richmond Road Beachwood, Ohio 44122 | Record Date Close of business onApril 13, 2026 |
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The 2026 Annual Meeting of Shareholders of MasterBrand, Inc., a Delaware corporation, will be held on Thursday, June 4, 2026, at 9:00 a.m. Eastern Time, or at any adjournment or postponement thereof, at 3333 Richmond Road, Beachwood, Ohio 44122. You will be able to attend the meeting in person and vote either in person or by visiting www.proxydocs.com/MBC and entering the 16-digit control number included in our Notice Regarding the Availability of Proxy Materials or on your proxy card (if you received a printed copy of the proxy materials).
The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement:
VOTING MATTERS
| Items of Business | |
|---|---|
| 1. | Elect two director nominees to serve three-year terms (or three director nominees if we have completed our merger with American Woodmark Corporation prior to the date of the Annual Meeting). |
| 2. | Approve, on a non-binding advisory basis, our 2025 Named Executive Officer compensation. |
| 3. | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026. |
At the meeting, such other business as may properly come before the meeting will also be considered.
By Order of the Board of Directors,
Andrean R. Horton
Executive Vice President, Chief Legal Officer and Secretary
April 22, 2026
Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. Voting will ensure you are represented at the Annual Meeting, regardless of whether you plan to attend the Annual Meeting. In an effort to facilitate the voting process for substantially all of our shareholders, we are using the Securities and Exchange Commission rules that allow proxy materials to be furnished to shareholders over the Internet. You can vote your shares by one of the following methods: (1) by Internet; (2) by telephone; (3) if you received your proxy materials by mail, by mailing your proxy card; or (4) in person during the 2026 Annual Meeting. Proxies may be revoked at any time before they are exercised.
Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder Meeting to be held on June 4, 2026.
In accordance with rules and regulations adopted by the Securities and Exchange Commission, the Notice of 2026 Annual Shareholders Meeting, Proxy Statement and Annual Report on Form 10-K are available at www.proxydocs.com/MBC.
| MASTERBRAND • 2026 PROXY STATEMENT | i |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.