MASCO CORP /DE/ 8-K

What Happened Masco Corporation announced that at its Annual Meeting on May 8, 2026, stockholders approved amendments to the Company’s Certificate of Incorporation and the Board approved an amended and restated set of Bylaws, effective May 8, 2026. The Company filed a Certificate of Amendment with the Delaware Secretary of State on May 12, 2026 to implement the charter changes. The amendments move advance-notice provisions for director nominations into the Bylaws, enable the adoption of a stockholder right to call a special meeting, and limit liability for certain officers as permitted by law.

Key Details

• Stockholder approval occurred at the Annual Meeting on May 8, 2026; Certificate of Amendment filed May 12, 2026.
• Bylaws Section 1.02 now allows shareholders holding 25% or more of voting power, owned continuously for at least one year, to request the Board call a special meeting.
• Bylaws Section 1.06 adds the time period and procedural/information requirements for stockholder nominations of directors (advance-notice moved from the Certificate to the Bylaws).
• Article 14 of the Certificate was amended to limit liability of certain officers to the extent permitted by law.

Why It Matters These are corporate governance changes that affect who can call special meetings and how shareholders nominate directors. The 25% ownership and one-year holding requirement sets a high threshold for calling special meetings, so the change strengthens a formal route for large, long-term holders to force a meeting while keeping access limited. Moving nomination rules into the Bylaws changes where those procedures are defined and may affect how they can be amended or enforced. Investors should review the filed Certificate of Amendment and the amended Bylaws (filed as exhibits) to understand the exact procedural details and any potential impact on shareholder engagement or proxy-related actions.