DEF: JELD-WEN Holding Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

JELD-WEN Holding, Inc. announces its 2025 Annual Meeting of Stockholders to be held virtually on April 24, 2025, featuring proposals for director elections, executive compensation, auditor ratification, and equity plan approval.

Summary

• JELD-WEN Holding, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on April 24, 2025.
• Stockholders of record as of February 24, 2025, are entitled to vote.
• The meeting will address the election of ten directors, an advisory vote on executive compensation, ratification of PricewaterhouseCoopers LLP as the independent auditor for 2025, and approval of the amended and restated 2017 Omnibus Equity Plan.
• The board recommends voting in favor of all proposals.
• The company highlights its commitment to corporate governance, sustainability, and stockholder engagement.
• The board consists of a diverse group of individuals with experience in various industries.
• Executive compensation is designed to reward long-term growth and profitability, attract and retain talent, and align with stockholder interests.
• The company's incentive compensation clawback policy allows for recovery of compensation in the event of financial restatements or improper conduct.
• The company's CEO pay ratio is approximately 109:1.
• The company's annual burn rate for fiscal year 2024 was 2.44%.

Sentiment

Score: 6

Explanation: The document presents a mix of positive governance practices and concerning financial results, resulting in a neutral sentiment score.

Positives

• The company is committed to maintaining high standards of integrity and ethics.
• The board is actively engaged in stockholder outreach and considers feedback.
• The company has a clawback policy in place to discourage excessive risk-taking.
• The company has stock ownership guidelines for directors and executives to align interests with stockholders.
• The company has a Securities Trading and Disclosure Policy that prohibits hedging and pledging of company stock by directors and executive officers.
• The company's director nominees include four women, representing 40% of the board.
• The average tenure of independent directors is 5 years.

Negatives

• The company's financial results did not meet the threshold level of the MIP performance goals in 2024, resulting in no bonus payouts to NEOs.
• The PSU awards granted on February 16, 2022 did not vest as the pre-established performance metrics for the three-year performance period were not met.

Risks

• The document contains forward-looking statements that are subject to risks and uncertainties.
• The company's performance is subject to market dynamics and economic conditions.
• The company faces risks related to major financial risk exposures, including cybersecurity, and significant legal, regulatory and compliance issues.

Future Outlook

The company is positioning for the long-term, while also implementing short-term actions in response to market dynamics and is confident they are building the right foundation to be positioned for success as the market improves.

Management Comments

• Our senior leadership team, in close collaboration with our Board of Directors, continues to focus on strengthening JELD-WENs foundation and enabling it to reach its full financial potential.
• To build trust with our shareholders, we are driving a high-performance culture with a focus on consistently delivering on our commitments.
• We have a renewed focus on our values-based culture, driving strategic clarity, ownership and improved performance.
• As JELD-WEN continues to transform and strengthen, the senior leadership team and the Board are committed to unlocking the Companys full potential for all stakeholders.

Industry Context

The document highlights JELD-WEN's efforts to optimize its network and reduce costs globally, which aligns with broader industry trends of efficiency and cost management in the face of challenging market conditions.

Comparison to Industry Standards

• The document references a peer group of companies including A.O. Smith Corporation, Mohawk Industries, and Fortune Brands Innovations, suggesting JELD-WEN benchmarks its performance and executive compensation against these industry players.
• The company's director nominees include four women, or 40% representation, exceeding the national average.

Management Changes

Corporate Governance

Legal Proceedings

• The Audit Committee reviews with the Companys General Counsel legal matters that could have a significant impact on the Companys financial statements.

Related Party Transactions

• In 2024, we did not enter into any new related party transactions for the covered period in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Stakeholder Impact

• The company is committed to unlocking the Company's full potential for all stakeholders.
• The company strives to be recognized as a great company, acting with integrity, investing in people, inspiring through innovation, delivering on promises, and improving every day.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce the voting results after the Annual Meeting.

Key Dates