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MASCO 2016 |
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PART VI GENERAL INFORMATION |
2016 Annual Meeting of Stockholders
QUESTIONS AND ANSWERS
The
Board of Directors of Masco Corporation is soliciting the enclosed proxy for use at the Annual Meeting of Stockholders of Masco Corporation to be held at our corporate office at 21001 Van Born Road, Taylor, Michigan 48180, on Monday, May 9, 2016 at
10:00 A.M. Eastern time, and at any adjournment or postponement of the Annual Meeting. This proxy statement and the enclosed proxy card are being mailed or otherwise made available to stockholders on or about March 24, 2016. We are concurrently
mailing to stockholders a copy of our 2015 Annual Report to Stockholders, which includes our Form 10-K for the year ended December 31, 2015.
Who is entitled to vote at the Annual Meeting?
Our Board established the close of
business on March 11, 2016 as the record date to determine the stockholders entitled to receive a notice of, and to vote at, our Annual Meeting or an adjournment or postponement of the meeting. On the record date, there were 332,884,371 shares of
our common stock, $1 par value, outstanding and entitled to vote. Each share of our common stock represents one vote that may be voted on each matter that may come before the Annual Meeting.
All shares of our common stock represented by properly executed and unrevoked proxies will be voted by the persons named as proxy holders in
accordance with the instructions given. If no instructions are indicated on a proxy, properly executed proxies will be voted as follows:
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FOR each Class I Director nominee, |
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FOR the approval of the compensation paid to our named executive officers; and |
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FOR the selection of PricewaterhouseCoopers LLP as our independent auditors for 2016. |
What is the difference between holding shares as a record holder and as a beneficial owner?
If your shares are registered in your name with our registrar and transfer agent, Computershare, you are the record holder of those shares. If you are a record holder, we have provided these proxy materials directly to
you.
If your shares are held in a stock brokerage account, or with a bank or other holder of record, you are considered the
beneficial owner of those shares held in street name. If your shares are held in street name, these proxy materials have been forwarded to you by your bank or broker. As the beneficial owner, you have the right to instruct
that organization on how to vote your shares.
What is a broker non-vote?
If your shares are held in street name through a bank, broker or other nominee, you must provide voting instructions to that
organization. If you do not provide voting instructions, the organization may vote in its discretion on routine proposals, but not on non-routine proposals, which is called a broker non-vote. Except for Proposal 3, Ratification of
Selection of Independent Auditors, all of the proposals on our agenda are non-routine.
How are
abstentions and broker non-votes treated?
Abstentions and broker non-votes are not treated as votes cast with respect to
Proposals 1, 2 and 3, so they will not have an effect on those proposals.
What constitutes a quorum?
To conduct business at our Annual Meeting, we must have a quorum of stockholders present. A quorum is present when a majority of
the outstanding shares of stock entitled to vote, as of the record date, are represented in person or by proxy. Broker non-votes and abstentions will be counted toward the establishment of the quorum.
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