---
schema_version: "secwatch.filing_event.v1"
accession: "0000062996-23-000016"
form_type: "8-K"
ticker: "MAS"
cik: "0000062996"
company_name: "MASCO CORP /DE/"
filed_at: "2023-05-17T23:59:59+00:00"
generated_at: "2026-06-14T22:47:40.900284+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Masco stockholders elect four Class II directors, approve say-on-pay, ratify auditors at 2023 annual meeting

## Summary
- All four Class II directors elected: Allman, Denari, O'Herlihy, Stevens each received >184M votes.
- Say-on-pay proposal approved with ~176.9M (92% of votes cast) for vs 15.8M against.
- Stockholders favored one-year frequency for say-on-pay (188.9M votes) over two or three years.
- Ratification of PricewaterhouseCoopers as 2023 independent auditor passed with 192.8M for vs 10.1M against.
- Board determined to continue annual say-on-pay vote.

## SEC filing metadata
- accession: 0000062996-23-000016
- form_type: 8-K
- ticker: MAS
- cik: 0000062996
- company_name: MASCO CORP /DE/
- filed_at: 2023-05-17T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/62996/000006299623000016/0000062996-23-000016-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/62996/000006299623000016/mas-20230511.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000062996-23-000016
- JSON: https://secwatch.observer/filing/0000062996-23-000016.json
- Plain text: https://secwatch.observer/filing/0000062996-23-000016.txt

## Key facts
- Shareholder Votes
  MASCO CORP /DE/ shareholders approved Election of four Class II directors to serve until the Annual Meeting in 2026. at the 2023-05-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Proposal 1 : The election of four Class II directors to serve until the Annual Meeting in 2026. Votes For Votes Against Abstentions Broker Non-Votes Keith J. Allman 188,349,042 4,687,806 128,718 9,991,112 Aine L. Denari 192,307,761 729,193 128,612 9,991,112 Christopher A. O’Herlihy 184,717,584 8,310,161 137,821 9,991,112 Charles K. Stevens, III 183,874,529 9,153,984 137,053 9,991,112
  evidence_url: https://www.sec.gov/Archives/edgar/data/62996/000006299623000016/0000062996-23-000016-index.htm
- Shareholder Votes
  MASCO CORP /DE/ shareholders approved A non-binding vote to recommend the frequency of the non-binding advisory votes on the Company’s executive compensation. at the 2023-05-11 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Proposal 3 : A non-binding vote to recommend the frequency of the non-binding advisory votes on the Company’s executive compensation. Votes For One Year Votes For Two Years Votes For Three Years Abstentions Broker Non-Votes 188,852,552 210,364 3,717,177 385,473 9,991,112
  evidence_url: https://www.sec.gov/Archives/edgar/data/62996/000006299623000016/0000062996-23-000016-index.htm
- Shareholder Votes
  MASCO CORP /DE/ shareholders approved A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related m at the 2023-05-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Proposal 2 : A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related material disclosed in the Proxy Statement. Votes For Votes Against Abstentions Broker Non-Votes 176,927,565 15,814,166 423,835 9,991,112
  evidence_url: https://www.sec.gov/Archives/edgar/data/62996/000006299623000016/0000062996-23-000016-index.htm
- Shareholder Votes
  MASCO CORP /DE/ shareholders approved The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2023. at the 2023-05-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: Proposal 4 : The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2023. Votes For Votes Against Abstentions 192,773,805 10,067,555 315,318
  evidence_url: https://www.sec.gov/Archives/edgar/data/62996/000006299623000016/0000062996-23-000016-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.