0001370946false00013709462025-04-152025-04-15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 15, 2025
______________________________________
Owens Corning
(Exact name of registrant as specified in its charter)
______________________________________ | | | | | | | | | | | | | | |
| DE | | 1-33100 | | 43-2109021 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | | | | |
| One Owens Corning Parkway | | |
| Toledo, | Ohio | | | 43659 |
(Address of principal executive offices) | | (Zip Code) |
419-248-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
______________________________________
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(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | OC | | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 15, 2025, Owens Corning (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders cast their votes as described below on three proposals described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 14, 2025.
Proposal 1
The Company's stockholders elected the following directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified pursuant to the following vote:
| | | | | | | | | | | | | | |
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Brian D. Chambers | 63,577,074 | 7,433,148 | 64,810 | 4,365,872 |
| Michelle T. Collins | 70,975,651 | 36,593 | 62,788 | 4,365,872 |
| Eduardo E. Cordeiro | 70,909,288 | 110,320 | 55,424 | 4,365,872 |
| Adrienne D. Elsner | 70,943,797 | 76,828 | 54,407 | 4,365,872 |
| Alfred E. Festa | 70,794,116 | 225,655 | 55,261 | 4,365,872 |
| Edward F. Lonergan | 68,333,844 | 2,685,873 | 55,315 | 4,365,872 |
| Maryann T. Mannen | 69,154,196 | 1,846,923 | 73,913 | 4,365,872 |
| Paul E. Martin | 70,974,935 | 45,106 | 54,991 | 4,365,872 |
| Suzanne P. Nimocks | 63,340,499 | 7,274,186 | 460,347 | 4,365,872 |
| John D. Williams | 68,973,259 | 2,045,835 | 55,938 | 4,365,872 |
Proposal 2
The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025 pursuant to the following vote:
| | | | | | | | |
| Votes For | Votes Against | Abstentions |
| 67,199,797 | 8,174,891 | 66,216 |
Proposal 3
The Company's stockholders approved, on an advisory basis, the 2024 compensation paid to the Company's named executive officers pursuant to the following vote:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 63,322,043 | 7,489,558 | 263,431 | 4,365,872 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | |
| Owens Corning |
| | |
| April 21, 2025 | By: | /s/ Todd W. Fister |
| | Todd W. Fister |
| | Executive Vice President and Chief Financial Officer |