--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-306031" form_type: "8-K" ticker: "MBC" cik: "0001941365" company_name: "MasterBrand, Inc." filed_at: "2022-12-15T23:59:59+00:00" generated_at: "2026-06-21T04:23:42.308229+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # MasterBrand completes spin-off from Fortune Brands; begins trading as independent MBC ## Summary - Distribution completed Dec 14: each FBHS shareholder received 1 MBC share; ~128M shares distributed. - Stock begins regular-way trading Dec 15 on NYSE under ticker MBC. - New board of 7 directors appointed with classified three-class structure; R. David Banyard Jr. is CEO. - CEO Banyard base salary $1M, annual incentive target 120%, LTI target $3.8M; RSU grants also approved. - Adopted 2022 Long-Term Incentive Plan, Annual Executive Incentive Plan, Deferred Comp Plan, and Severance Agreements. ## SEC filing metadata - accession: 0001193125-22-306031 - form_type: 8-K - ticker: MBC - cik: 0001941365 - company_name: MasterBrand, Inc. - filed_at: 2022-12-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/d423148d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-306031 - JSON: https://secwatch.observer/filing/0001193125-22-306031.json - Plain text: https://secwatch.observer/filing/0001193125-22-306031.txt ## Key facts - Executive change David D. Petratis was elected as Non-Executive Chairman of the Board of Directors at MasterBrand, Inc.. - Action: elected - Role: Non-Executive Chairman of the Board of Directors source text: David D. Petratis serves as Non-Executive Chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Ann Fritz Hackett was elected as Director at MasterBrand, Inc.. - Action: elected - Role: Director source text: Ann Fritz Hackett 68 Class I—Expiring 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Nicholas I. Fink resigned as Interim Director at MasterBrand, Inc.. - Action: resigned - Role: Interim Director source text: On December 14, 2022, Nicholas I. Fink and Patrick D. Hallinan, who served as interim members of the Board prior to the Distribution, resigned evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Robert C. Crisci was appointed as Director at MasterBrand, Inc.. - Action: appointed - Role: Director source text: On December 9, 2022, Robert C. Crisci was appointed to the Board of Directors (the “Board”) and as a member of the Board’s Audit Committee. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Bruce A. Kendrick was appointed as Executive Vice President and Chief Human Resources Officer at MasterBrand, Inc.. - Action: appointed - Role: Executive Vice President and Chief Human Resources Officer source text: Bruce A. Kendrick 56 Executive Vice President and Chief Human Resources Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change David D. Petratis was elected as Director at MasterBrand, Inc.. - Action: elected - Role: Director source text: David D. Petratis 65 Class II—Expiring 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Patrick D. Hallinan resigned as Interim Director at MasterBrand, Inc.. - Action: resigned - Role: Interim Director source text: On December 14, 2022, Nicholas I. Fink and Patrick D. Hallinan, who served as interim members of the Board prior to the Distribution, resigned evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Juliana L. Chugg was elected as Director at MasterBrand, Inc.. - Action: elected - Role: Director source text: Juliana L. Chugg 55 Class II—Expiring 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Andrean Horton was appointed as Executive Vice President, Chief Legal Officer and Secretary at MasterBrand, Inc.. - Action: appointed - Role: Executive Vice President, Chief Legal Officer and Secretary source text: Andrean Horton 48 Executive Vice President, Chief Legal Officer and Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change R. David Banyard, Jr. was appointed as Chief Executive Officer at MasterBrand, Inc.. - Action: appointed - Role: Chief Executive Officer source text: R. David Banyard, Jr. 54 Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Navi Grewal was appointed as Executive Vice President and Chief Digital and Technology Officer at MasterBrand, Inc.. - Action: appointed - Role: Executive Vice President and Chief Digital and Technology Officer source text: Navi Grewal 49 Executive Vice President and Chief Digital and Technology Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Martin S. Van Doren was appointed as Executive Vice President, Sales at MasterBrand, Inc.. - Action: appointed - Role: Executive Vice President, Sales source text: Martin S. Van Doren 59 Executive Vice President, Sales evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change R. David Banyard, Jr. was elected as Director at MasterBrand, Inc.. - Action: elected - Role: Director source text: R. David Banyard, Jr. 54 Class I—Expiring 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Andrea H. Simon was appointed as Executive Vice President and Chief Financial Officer at MasterBrand, Inc.. - Action: appointed - Role: Executive Vice President and Chief Financial Officer source text: Andrea H. Simon 46 Executive Vice President and Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Jeffery S. Perry was elected as Director at MasterBrand, Inc.. - Action: elected - Role: Director source text: Jeffery S. Perry 57 Class III—Expiring 2025 evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Executive change Mark Young was appointed as Vice President, Chief Accounting Officer at MasterBrand, Inc.. - Action: appointed - Role: Vice President, Chief Accounting Officer source text: Mark Young 45 Vice President, Chief Accounting Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Governance Changes MasterBrand, Inc.: Filed Amended and Restated Certificate of Incorporation (effective 2022-12-14). - Change: charter amendment - Effective: 2022-12-14 source text: on December 13, 2022, the Company filed an Amended and Restated Certificate of Incorporation (the “ Charter ”) with the Secretary of State of the State of Delaware, which became effective on December 14, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Governance Changes MasterBrand, Inc.: Amended bylaws to increase board size from three to four members (effective 2022-12-09). - Change: bylaw amendment - Effective: 2022-12-09 source text: Effective December 9, 2022, the Company amended its bylaws to increase the size of the Board from three to four members to permit the appointment of Robert C. Crisci to the Audit Committee, as described under Item 5.02 of this report. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Governance Changes MasterBrand, Inc.: Adopted Code of Business Conduct and Ethics and Corporate Governance Principles. - Change: code of ethics source text: In connection with the Distribution, the Board adopted a Code of Business Conduct and Ethics and Corporate Governance Principles effective as of immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Governance Changes MasterBrand, Inc.: Amended and Restated Bylaws became effective (effective 2022-12-14). - Change: bylaw amendment - Effective: 2022-12-14 source text: The Amended and Restated Bylaws of the Company (the “ Bylaws ”) also became effective on December 14, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - M&A Transactions MasterBrand, Inc. underwent a change of control involving Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) (closed 2022-12-14). - Action: change of control - Counterparty: Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) - Closing: 2022-12-14 source text: On December 14, 2022 (the “ Distribution Date ”), Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) (“ Fortune Brands ”) completed the previously announced legal and structural separation and distribution of all of the outstanding shares of common stock, par value of $0.01 per share, of MasterBrand, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Material Agreements MasterBrand, Inc. entered into Transition Services Agreement with Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) (effective 2022-12-14). - Action: entry - Agreement: supply - Counterparty: Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) - Effective: 2022-12-14 source text: Fortune Brands entered into several agreements with the Company setting forth the principal actions taken or to be taken in connection with the Distribution and governing the relationship of the parties following the Distribution, including the following: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Allocation Agreement; and • an Employee Matters Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Material Agreements MasterBrand, Inc. entered into Separation and Distribution Agreement with Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) (effective 2022-12-14). - Action: entry - Agreement: supply - Counterparty: Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) - Effective: 2022-12-14 source text: Fortune Brands entered into several agreements with the Company setting forth the principal actions taken or to be taken in connection with the Distribution and governing the relationship of the parties following the Distribution, including the following: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Allocation Agreement; and • an Employee Matters Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm - Material Agreements MasterBrand, Inc. entered into Tax Allocation Agreement with Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) (effective 2022-12-14). - Action: entry - Agreement: supply - Counterparty: Fortune Brands Home & Security, Inc. (now known as Fortune Brands Innovations, Inc.) - Effective: 2022-12-14 source text: Fortune Brands entered into several agreements with the Company setting forth the principal actions taken or to be taken in connection with the Distribution and governing the relationship of the parties following the Distribution, including the following: • a Separation and Distribution Agreement; • a Transition Services Agreement; • a Tax Allocation Agreement; and • an Employee Matters Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1941365/000119312522306031/0001193125-22-306031-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.