Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Mr.George Martinez ; Appointment of Dr.William E. Jackson as a Class II Director Mr.George Martinez retired from the board of directors (the "Board") ofCornerstone Building Brands, Inc. (the "Company"), resigning as a Class II director, effectiveMay 28, 2020 , thereby creating a vacant Board seat. OnMay 28, 2020 , in connection with the newly created vacant Board seat, the Board appointed Dr.William E. Jackson as a Class II director of the Company, and appointedDr. Jackson to serve on theAffiliate Transactions Committee andAudit Committee . In connection with its decision to appointDr. Jackson to the Board, the Board determined thatDr. Jackson will be an "independent" director, as independence is defined in Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and under NYSE listing standards.Dr. Jackson , along with the other Class II directors, will stand for re-election at the Company's annual meeting of stockholders in 2022.Dr. Jackson will receive compensation in accordance with the Company's standard director compensation arrangements as described in the Company's Definitive Proxy Statement on Schedule 14A, filed with theSecurities and Exchange Commission (the "SEC") onApril 29, 2020 (the "Proxy Statement"). In connection with his appointment,Dr. Jackson will enter into a standard indemnification agreement with the Company, which form is filed as Exhibit 10.7 to the Company's Current Report on Form 8-K filed with theSEC onOctober 26, 2009 , and is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting of Stockholders (the "Annual Meeting") onMay 28, 2020 . Due to concerns regarding the novel coronavirus pandemic, and to protect the health and safety of its employees, stockholders and other stakeholders, the Company's Annual Meeting was a virtual meeting conducted solely online. The number of shares present virtually and/or by proxy at the Annual Meeting was 119,471,930, representing approximately 95% of the 126,142,313 shares of Common Stock,$0.01 par value (the "Common Stock") issued and outstanding onApril 15, 2020 , which was the record date for the determination of the stockholders entitled to vote at the meeting. At the Annual Meeting, the stockholders of the Company (i) electedKathleen J. Affeldt ,George L. Ball ,Timothy O'Brien andNathan K. Sleeper as Class III directors to serve until the annual meeting of stockholders to be held in 2023, (ii) approved, on an advisory basis, the compensation philosophy, policies and procedures and the compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement, (iii) ratified the appointment ofGrant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2020 , and (iv) approved an amendment of the Company's 2003 Long-Term Stock Incentive Plan to increase the number of shares of the Company's Common Stock available for awards thereunder by an additional 4,800,000 shares. Of the 119,471,930 shares of Common Stock present at the Annual Meeting, virtually or by proxy, the following table shows the votes cast for, against, abstain and non-votes for each of the nominees for director: Nominee For Against Abstain Non-Votes Class III: Kathleen S. Affeldt 109,185,064 1,307,355 56,308 8,923,203 George L. Ball 110,016,882 479,716 52,129 8,923,203 Timothy O'Brien 105,883,582 4,613,016 52,129 8,923,203 Nathan K. Sleeper 107,139,390 3,353,591 55,746 8,923,203
In addition to
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The stockholders of the Company approved, on an advisory basis, the compensation philosophy, policies and procedures and the compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement, by the following vote:
For Against Abstain Non-Votes 108,655,192 1,224,475 669,060 8,923,203
The stockholders of the Company ratified the appointment of
For Against Abstain Non-Votes 118,216,512 1,090,309 165,109 -
The stockholders of the Company approved an amendment of the 2003 Long-Term Stock Incentive Plan, as disclosed in the Company's Proxy Statement, by the following vote:
For Against Abstain Non-Votes 98,972,012 10,903,898 672,817 8,923,203
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