Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2020 (March 15, 2020)
Cornerstone Building Brands, Inc.
(Exact name of registrant as specified in its charter)

Delaware 1-14315 76-0127701
(State or other jurisdiction of
(Commission File Number) (I.R.S. Employer
Identification Number)

5020 Weston Parkway Suite 400 Cary NC 27513
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (866) 419-0042
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:
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-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock $.01 par value per share CNR New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2020, Donald R. Riley ceased to serve as Chief Executive Officer of the Commercial Business Unit and Head of Supply Chain and Technology of Cornerstone Building Brands, Inc. effective February 10, 2020 (the “Separation Date”).
On March 15, 2020, the Company and Mr. Riley entered into a separation agreement and release of claims (the “Separation Agreement”), which provides for the terms of Mr. Riley’s separation and resignation from the Company and all of its subsidiaries, affiliates and related entities, effective as of February 10, 2020, and confirms the severance payments and benefits as set forth in Mr. Riley’s employment agreement with the Company dated July 1, 2017, as amended by a letter agreement dated December 10, 2018. The Separation Agreement also confirms treatment of Mr. Riley’s equity awards in accordance with the terms of the Company’s 2003 Long-Term Stock Incentive Plan, as amended (the “Plan”) and the applicable stock award agreements issued to Mr. Riley thereunder.
Pursuant to the Separation Agreement, Mr. Riley has agreed that certain covenants for confidentiality, non-disparagement, non-competition and non-solicitation, including the restrictive covenants contained in his employment agreement and under the Plan and stock award agreements issued to him would remain in effect.
The foregoing description of the Separation Agreement is a summary and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.
By: /s/ Todd R. Moore
Name: Todd R. Moore
Title: Executive Vice President, Chief Legal, Risk & Compliance Officer, and Corporate Secretary
Date: March 17, 2020

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