What changed in this filing

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Item 9A. Controls and Procedures

2024-02-08 compared with 2023-02-09 · 46 added, 53 removed, 146 unchanged (40% of the section changed)

9 unchanged sentences

Other Information.

Not applicable.

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

On December 6, 2023 , Keith J.

Allman , our President and Chief Executive Officer , adopted a new 10b5-1 Trading Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (the "Plan").

Trades under the Plan are permitted to begin on March 6, 2024 and the Plan's maximum duration is until October 31, 2024.

The Plan is intended to allow for:

(i) the sale of 56,676 shares, (ii) the exercise and sale of up to 1,162,972 stock options, and (iii) the sale of shares acquired by Mr.

Allman upon the vesting of performance restricted stock units ("PRSUs") granted to him under our 2021-2023 Long Term Incentive Program (the number of PRSUs that vest is subject to certain performance conditions under the Long Term Incentive Program, with a maximum of 84,260 PRSUs).

During the three months ended December 31, 2023, none of our other officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

3 unchanged sentences

Amendments to or waivers of our Code of Ethics for directors and executive officers, if any, will be posted on our website.

Other information required by this Item will be contained in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, to be filed before May 1, 2023, and such information is incorporated herein by reference.

Other information required by this Item will be contained in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed before April 30, 2024, and such information is incorporated herein by reference.

Executive Compensation.

Information required by this Item will be contained in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, to be filed before May 1, 2023, and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed before April 30, 2024, and such information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

5 unchanged sentences

Equity compensation plans approved by stockholders 2,253,588 $ 45.43 11,292,779

The remaining information required by this Item will be contained in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, to be filed before May 1, 2023, and such information is incorporated herein by reference.

The remaining information required by this Item will be contained in our definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed before April 30, 2024, and such information is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

Principal Accountant Fees and Services.

Exhibits and Financial Statement Schedules.

14 unchanged sentences

Exhibit Description Form Exhibit Filing Date

Stock Purchase Agreement, dated September 29, 2019, by and between Masco Corporation and MIWD Holding Company LLC.

8-K 2.1 10/03/2019

Securities Purchase Agreement, dated November 14, 2019, by and between Masco Corporation and ACP Products, Inc.

8-K 2.1 11/18/2019

Disclosure schedules and certain exhibits have been omitted from Exhibit No.

2.a and 2.b pursuant to Item 601(b)(2) of Regulation S-K.

Each Agreement as filed identifies such schedules and exhibits, including the general nature of their contents.

Masco agrees to furnish a copy of any omitted attachment to the Securities Exchange Commission on a confidential basis upon request.

Restated Certificate of Incorporation of Masco Corporation.

7 unchanged sentences

2014 10-K 4.a.i(ii) 02/13/2015

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Indenture dated as of February 12, 2001 between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee under agreement originally with Bank One Trust Company, National Association, as Trustee, and Supplemental Indenture thereto dated as of November 30, 2006;

9 unchanged sentences

8-K 4.3 09/18/2020

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

4.500% Notes Due May 15, 2047 8-K 4.2 09/18/2020

5 unchanged sentences

Description of securities.

2019 10-K 4.c 02/11/2020

Credit Agreement dated as of April 26, 2022 by and among Masco Corporation and Masco Europe S.à r.l.

2 unchanged sentences

10-Q 10a 04/27/2022

Term Loan Credit Agreement dated as of April 26, 2022 by and among Masco Corporation as borrower, the lenders party thereto, PNC Bank, National Association, as Administrative Agent and PNC Capital Markets LLC as Sole Bookrunner and Sole Lead Arranger.

10-Q 10b 04/27/2022

Exhibits 10.c through 10.j constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.

Masco Corporation 2005 Long Term Stock Incentive Plan (Amended and Restated May 11, 2010):

2015 10-K 10.b.i 02/12/2016

Form of stock option grant for grants on or after January 1, 2013 2017 10-K 10.b.iii 02/08/2018

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Exhibits 10.b through 10.m constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.

Masco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016):

1 unchanged sentence

Form of Restricted Stock Award Agreements

for awards prior to July 1, 2018 8-K 10.b 05/06/2014

for awards on or after July 1, 2018 2018 10-K 10.c.ii 02/07/2019

2018 10-K 10.c.ii 02/07/2019

Form of Restricted Stock Unit Award Agreements:

12 unchanged sentences

2021 10-K 10.c.xi 02/08/2022

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016).

1 unchanged sentence

Form of Restricted Stock Award Agreement for Non-Employee Directors

for Non-Employee Directors for awards prior to July 1, 2018 8-K 10.c 05/06/2014

for Non-Employee Directors for awards after July 1, 2018 2018 10-K 10.c.viii 02/07/2019

2018 10-K 10.c.viii 02/07/2019

Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 7, 2020).

5 unchanged sentences

2015 10-K 10.d.i(ii) 02/12/2016

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Other compensatory arrangements for executive officers.

1 unchanged sentence

Compensation of Non-Employee Directors.

2021 10-K 10.f 02/08/2022

Masco Corporation Retirement Benefit Restoration Plan effective January 1, 1995 (as amended and restated December 22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014.

2 unchanged sentences

Employment Offer Letter dated January 6, 2022 between Robin Zondervan and Masco Corporation 8-K 10 02/07/2022

Employment Offer Letter dated August 28, 2023 between Richard Westenberg and Masco Corporation

Agreement dated May 31, 2023 between Masco Corporation and John G.

Amended and Restated Severance and Release Agreement dated December 21, 2023 between Masco Corporation and John G.

Amended and Restated Severance and Release Agreement dated December 30, 2023 between Masco Corporation and Richard A.

Amended and Restated Transition and Severance Agreement and Release of All Liability dated October 25, 2023 between Masco Corporation and David A.

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

List of Subsidiaries.

3 unchanged sentences

Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Policy Relating to Recovery of Erroneously Awarded Compensation

101 The following financial information from Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:

6 unchanged sentences

MASCO CORPORATION

/s/ Richard J.

Vice President, Chief Financial Officer

2 unchanged sentences

Principal Executive Officer:

Allman President and Chief Executive

President and Chief Executive

Officer and Director

Principal Financial Officer:

Sznewajs Vice President, Chief

/s/ Richard J.

Vice President, Chief

Financial Officer

Principal Accounting Officer:

Zondervan Vice President, Controller

Vice President, Controller

and Chief Accounting Officer

Payne Chair of the Board

Alexander Director

Denari Director

Ffolkes Director

Chair of the Board

/s/ Jonathon J.

/s/ Christopher A.

O'Herlihy Director

Christopher A.

/s/ Donald R.

Parfet Director

Plant Director

/s/ Sandeep Reddy

Sandeep Reddy

/s/ Charles K.

Stevens, III Director

/s/ Reginald M.

February 8, 2024

4 unchanged sentences

Column A Column B Column C Column D Column E

Description Balance at

of Period Charged to

Expenses Charged

Accounts Deductions Balance at

Description Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period

Allowances for credit losses deducted from accounts receivable in the balance sheet:

2023 $ 8 $ 7 $ — $ ( 5 ) (a) $ 11

2021 $ 7 $ 1 $ — $ ( 2 ) (a) (b) $ 6

2022 $ 6 $ 5 $ — $ ( 3 ) (a) $ 8

2021 $ 7 $ 1 $ — $ ( 2 ) (a) (b) $ 6

Valuation allowance on deferred tax assets:

2022 $ 17 $ — $ — $ ( 2 ) (d) $ 15

2021 $ 35 $ 5 $ — $ ( 23 ) (b) $ 17

2023 $ 15 $ 2 $ 53 (c) (d)

2022 $ 17 $ — $ — $ ( 2 ) (f)

2021 $ 35 $ 5 $ — $ ( 23 ) (b)

______________________________

1 unchanged sentence

(b) As a result of the Hüppe divestiture in May 2021, $ 1 million was removed from allowance for credit losses and $ 23 million was removed from valuation allowance on deferred tax assets.

(d) Net reduction to valuation allowance recorded as an income tax benefit.

(c) As a result of the acquisition of Sauna360 Group Oy in the third quarter of 2023, $ 5 million was added to valuation allowance on deferred tax assets.

(d) $ 48 million was added to valuation allowance resulting from the establishment of certain state deferred tax assets for which the likelihood of utilization is no longer considered remote.

(e) Due to a legal restructuring of certain U.S.

businesses that will occur in early 2024, a $ 37 million reduction in valuation allowance was recorded as a $ 29 million state income tax benefit, net of federal expense.

(f) Net reduction to valuation allowance recorded as an income tax benefit.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures