Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 19, 2024

JELD-WEN HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38000

93-1273278

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

2645 Silver Crescent Drive

Charlotte, North Carolina 28273

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (704) 378-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (par value $0.01 per share)

JELD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2024, Suzanne Stefany notified the board of directors (the “Board”) of JELD-WEN Holding, Inc. (the “Company”) of her decision not to stand for reelection to the Board at the expiration of her current term at the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). Ms. Stefany’s decision not to stand for reelection is not the result of any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise.

On February 19, 2024, the Board increased the size of the Board from ten to eleven directors and appointed Antonella B. Franzen to serve as a director of the Company, each effective March 1, 2024. Ms. Franzen will receive cash and equity compensation in accordance with the Company’s Non-Employee Director Compensation Policy.

There is no arrangement or understanding between Ms. Franzen and any other person pursuant to which she was selected as a director, and she does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed at this time under Item 404(a) of Regulation S-K. There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Ms. Franzen and any of the Company’s directors or executive officers, or persons nominated or chosen to become a director or an executive officer.

Upon the expiration of Ms. Stefany’s term at the 2024 Annual Meeting, the size of the Board will immediately be decreased from eleven directors to ten directors.

Item 7.01 Regulation FD Disclosure.

On February 21, 2024, the Company issued a press release announcing the appointment of Ms. Franzen to the Board, effective March 1, 2024, and Ms. Stefany’s decision to not stand for reelection to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.			Description

99.1			Press Release issued by JELD-WEN Holding, Inc. dated February 21, 2024.
104			Cover Page Interactive Data file (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 21, 2024

JELD-WEN HOLDING, INC.

By:

/s/ James S. Hayes

James S. Hayes

Executive Vice President, General Counsel and Corporate Secretary

JELD-WEN, Inc. 2645 Silver Crescent Drive, Charlotte, NC 28273 USA www.jeld-wen.com JELD-WEN Appoints Antonella Franzen to Board of Directors FOR IMMEDIATE RELEASE Charlotte, N.C., February 21, 2024 -- JELD-WEN Holding, Inc. (NYSE: JELD), a leading global manufacturer of building products, today announced the appointment of Antonella B. Franzen to its board of directors, effective March 1, 2024. Franzen will replace Suzanne Stefany, a JELD-WEN director since 2017, who notified the board of her decision to not stand for reelection. “Antonella brings extensive expertise in finance, strategic development and cultural transformation for large multinational companies, and we are pleased to welcome her to the board,” said David Nord, JELD-WEN’s board chair. “As JELD-WEN strengthens the foundation of its business and continues to take steps to unlock more value for all shareholders, Antonella’s extensive background in the industrial sector will be a tremendous asset for the company.” Franzen is currently the chief financial officer for Dupont’s Water & Protection segment, a $6 billion global business with more than 30 manufacturing plants. Before joining DuPont, Franzen served at Johnson Controls International plc, a global leader in building products and smart, healthy and sustainable buildings, serving as the vice president, chief investor relations and communications officer, from 2018 to 2022. Prior to the merger of Tyco International plc with Johnson Controls in 2016, she held various roles of increasing responsibility at Tyco from 2004 to 2016, including leading investor relations, corporate finance and external reporting. She began her career with PwC (formerly PricewaterhouseCoopers) providing assurance advisory services to large multinational public companies in the industrial and pharmaceutical sectors. Franzen earned a bachelor’s degree in accounting from the College of New Jersey and is a certified public accountant. With the appointment of Franzen, and following Stefany’s departure, the company’s board will remain at 10 directors, eight of whom are independent. “I also want to extend the board’s sincere thanks to Suzanne Stefany for her leadership, partnership and active engagement on JELD-WEN’s board for the past seven years,” said Nord. ### About JELD-WEN Holding, Inc. JELD-WEN Holding, Inc. (NYSE: JELD) is a leading global designer, manufacturer and distributor of high-performance interior and exterior doors, windows, and related building products serving the new construction and repair and remodeling sectors. Based in Charlotte, North Carolina, the company operates facilities in 15 countries in North America and Europe and employs approximately 18,000 associates dedicated to bringing beauty and security to the spaces that touch our lives. The JELD-WEN family of brands includes JELD-WEN® worldwide, LaCantina™ and VPI™ in North America, and Swedoor® and DANA® in Europe. For more information, visit corporate.JELD-WEN.com or follow LinkedIn. Exhibit 99.1

Media Contact: Colleen Penhall Vice President, Corporate Communications 980-322-2681 cpenhall@jeldwen.com Investor Relations Contact: James Armstrong Vice President, Investor Relations 704-378-5731 jarmstrong@jeldwen.com Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "likely," "may," "plan," "possible," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts are forward-looking statements, including statements regarding our business strategies and ability to execute on our plans, market potential, future financial performance, customer demand, the potential of our categories, brands and innovations, the impact of our footprint rationalization, cost reduction, productivity and modernization initiatives, the impact of acquisitions and divestitures on our business and our ability to maximize value and integrate operations, our pipeline of productivity projects, the estimated impact of tax reform on our results, litigation outcomes, and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events, all of which involve risks and uncertainties that could cause actual results to differ materially. For a discussion of these risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this release are made as of the date hereof, and we undertake no obligation to update any forward-looking statements, except as required by law.

Cover	Feb. 19, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 19, 2024
Entity Registrant Name	JELD-WEN HOLDING, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38000
Entity Tax Identification Number	93-1273278
Entity Address, Address Line One	2645 Silver Crescent Drive
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28273
City Area Code	704
Local Phone Number	378-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (par value $0.01 per share)
Trading Symbol	JELD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001674335
Amendment Flag	false