JELD-WEN Holding Inc
For the period ended Apr 24, 2025. Filed Mar 13, 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.
Apr 24, 2025 · Filed Mar 13, 2025
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Contents
Director Selection Process
SKILLS, QUALIFICATIONS AND DIVERSITY
The Governance and Nominating Committee is responsible for identifying and reviewing the qualifications of potential director
nominees and recommending to the Board those candidates to be nominated for election to the Board. The Governance and
Nominating Committee does not apply any specific minimum qualifications when considering director nominees. Instead, the
Governance and Nominating Committee considers all factors it deems appropriate, which may include, among others:
ensuring that the Board as a whole is appropriately diverse and the extent to which a candidate would fill a present need
on the Board;
the Board’s size and composition;
the Corporate Governance Guidelines and any applicable laws;
individual director performance, expertise, relevant business and financial experience, integrity and willingness to serve
actively;
the number of other public and private company boards on which a director candidate serves; and
consideration of director nominees properly proposed by third parties with the legal right to nominate directors or by
stockholders in accordance with our Bylaws and SEC rules.
The Governance and Nominating Committee monitors the mix of specific experience, qualifications and skills of the directors
to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the
Company’s business and structure. In addition, meaningful skills and experiences are just one aspect of diversity that the
Board highly values. Our Corporate Governance Guidelines set forth the minimum qualifications for Board members and
specify that the Board consider a diversity of viewpoints, backgrounds and experience, including a consideration of gender,
race, ethnicity and age. Although the Board does not establish specific goals with respect to diversity, the Board’s overall
diversity is a significant consideration in the director nomination process. The Governance and Nominating Committee
considers diversity in the context of the Board as a whole and takes into account considerations relating to ethnicity, gender,
cultural diversity and the range of perspectives that the directors bring to their work. Stockholders may also nominate directors
for election at the Company’s annual stockholders meeting by following the provisions set forth in our Bylaws and SEC rules,
whose qualifications the Governance and Nominating Committee will consider and evaluate on a basis substantially similar to
the basis on which it considers other nominees.
| PROXYSUMMARY | CORPORATEGOVERNANCE | BOARD OF DIRECTORS | COMPENSATIONOF EXECUTIVE OFFICERS | AUDITCOMMITTEEMATTERS | OTHER PROPOSAL | ANNUALMEETING ANDVOTING INFO |
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