Additional Proxy Soliciting Materials (definitive) (defa14a)
March 27 2020 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party
other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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JELD-WEN HOLDING, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your Right to
Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 7, 2020.
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JELD-WEN HOLDING, INC.
JELD-WEN HOLDING,
INC.
2645 SILVER CRESCENT
DRIVE
CHARLOTTE, NC 28273,
USA
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Meeting
Information
Meeting
Type: Annual Meeting
For
holders as of: March 09, 2020
Date: May 7, 2020 Time: 8:00 AM ET
Location: 2645 Silver Crescent Drive
Charlotte, North Carolina 28273
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You are receiving this communication because you hold shares in the
company named above.
This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse
side).
We encourage you to access and review all of the important information
contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting
instructions.
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EXPLANATORY NOTE:
Following
the printing of hard copies for mailing of this Notice of Internet Availability (the Notice) of JELD-WEN Holding, Inc. (the Company), in response to the public health emergency caused by the global COVID-19 coronavirus
pandemic, the Companys Board of Directors approved a change in the time and location of the Companys 2020 Annual Meeting of Stockholders (the Annual Meeting) to 7:00 a.m. ET on May 7, 2020, with such meeting to be held via
Internet as a virtual-only meeting. The Company intends to provide a further hard copy mailing to recipients of the Notice clarifying the time and location of the Annual Meeting.
Before You Vote
How to Access the Proxy Materials
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Proxy
Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY
STATEMENT FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please
choose one of the following methods to make your request:
1) BY
INTERNET: www.proxyvote.com
2) BY
TELEPHONE: 1-800-579-1639
3) BY
E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box
marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the
request as instructed above on or before April 23, 2020 to facilitate timely delivery.
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How To
Vote
Please Choose One of the Following Voting Methods
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Vote In
Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed
in the boxmarked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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The Board of Directors recommends you vote FOR the following:
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2.
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To elect our Class III Directors:
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Nominees:
01) Suzanne L. Stefany
02) Bruce M. Taten
03) Roderick C. Wendt
The Board of Directors recommends you vote FOR Proposals 1, 3, 4, 5, 6 and 7.
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1.
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To approve amendments to Certificate of Incorporation and Bylaws to declassify the Board of Directors.
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3.
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To approve amendments to Certificate of Incorporation and Bylaws to eliminate supermajority voting
requirements.
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To approve amendments to Certificate of Incorporation and Bylaws to create right of stockholders to call a
special meeting.
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To approve amendments to Certificate of Incorporation and Bylaws to create right of stockholders to take action
by written consent.
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To approve, by non-binding advisory vote, the compensation of our named executive officers.
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7.
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To ratify the appointment of Pricewater-houseCoopers LLP as our independent auditor for 2020.
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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