Form 8-K - Current report

0001674335false00016743352024-06-142024-06-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 14, 2024

 

JELD-WEN HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38000

93-1273278

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

2645 Silver Crescent Drive

Charlotte, North Carolina 28273

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: [phone]

 

 

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 (See General Instruction A.2 below):

☐			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-4c))

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)

JELD

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On June 17, 2024, JELD-WEN Holding, Inc. (the “Company”) announced the appointment of Samantha Stoddard as the Executive Vice President and Chief Financial Officer of the Company, effective July 1, 2024 (the “Effective Date”). Ms. Stoddard will succeed Julie Albrecht who notified the Company on June 14, 2024 of her decision to resign as Executive Vice President and Chief Financial Officer of the Company to pursue other personal and professional interests. Ms. Albrecht will step down from her role on June 30, 2024 and will serve in an advisory capacity for a period of time to ensure continuity and a successful transition. Ms. Albrecht’s resignation was not related to any disagreement with the Company on any matter related to the Company’s operations, financial reporting, policies or practices.

Ms. Stoddard, age 40, currently serves as the North America Chief Financial Officer and Head of Financial Planning and Analysis at the Company. She joined the Company in December 2020 as the Vice President, Operations Finance before being promoted to her current role. Prior to joining the Company, Ms. Stoddard held roles of increasing responsibility within finance at Honeywell International, Inc., an integrated operating company serving a broad range of industries and geographies around the world, including Director of Finance, FP&A and Senior Director of Finance, from May 2018 to December 2020 before being promoted to Chief Financial Officer of the Personal Protection Equipment business unit in May 2020. Before joining Honeywell, Ms. Stoddard was a finance executive at Industrial Timber, LLC, TEOCO, Penson Financial Services, Inc. and Flagship Capital Partners, LLC. She holds a master’s degree in accounting from The University of Texas at Dallas and a bachelor’s degree in economics and political science from Wake Forest University.

In connection with her appointment, Ms. Stoddard entered into an employment agreement based on the Company’s form of executive employment agreement. Her compensation includes a base salary of $525,000 per year; participation in the Company’s management incentive plan with a target incentive award of 60% of her base salary and participation in the Company’s long-term equity incentive plan, each on the same terms and conditions as the other executive officers of the Company participating in such plan. As of the Effective Date, Ms. Stoddard will receive an equity award of 30,000 shares split into restricted stock units (“RSUs” ) (33%), stock options (33%) and performance stock units (“PSUs” ) (34%) with the RSUs and stock options vesting ratably over three years and the PSUs cliff vesting with a performance period of January 1, 2024 through December 31, 2026 based on preestablished performance metrics. Ms. Stoddard will also be eligible to participate in the employee retirement, savings and welfare benefit plans and programs made available to the Company’s executive officers on terms no less favorable than those applicable to other executive officers.

There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Ms. Stoddard and any of the Company’s directors or executive officers, or persons nominated or chosen to become a director or an executive officer. There is no arrangement or understanding between Ms. Stoddard and any other person pursuant to which she was selected as the Company’s Chief Financial Officer, and she does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed at this time under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On June 17, 2024, the Company issued a press release announcing the appointment of Ms. Stoddard and the resignation of Ms. Albrecht. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 (including Exhibits 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.			Description
99.1			Press Release issued by JELD-WEN Holding, Inc. dated June 17, 2024.
104			Cover Page Interactive Data file (formatted as Inline XBRL).

---

SIGNATURES

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 hereunto duly authorized.

Date: June 17, 2024

JELD-WEN HOLDING, INC.

By:

/s/ James S. Hayes

James S. Hayes

Executive Vice President, General Counsel and Corporate Secretary

JELD-WEN, Inc. 2645 Silver Crescent Drive, Charlotte, NC 28273 USA www.jeld-wen.com JELD-WEN Names Samantha L. Stoddard Chief Financial Officer Stoddard will succeed Julie C. Albrecht Charlotte, N.C., June 17, 2024 – JELD-WEN Holding, Inc. (NYSE:JELD) today announced that current JELD-WEN North America CFO and head of global financial planning and analysis, Samantha L. Stoddard will succeed Julie C. Albrecht as EVP, chief financial officer effective July 1, 2024. Albrecht will step down from her role on June 30 and will serve in an advisory capacity for a period of time to ensure continuity and a successful transition. “Samantha is a proven leader at JELD-WEN, having spent the last four years growing the North America finance team and supporting the largest segment of our business. She has brought significant insight and expertise to our ongoing transformation efforts,” said William J. Christensen, CEO. “With her deep knowledge of our business, as well as her trusted and valued partnership, Samantha is positioned to deliver results as we execute on our strategy of simplifying and streamlining the business worldwide and creating value for all of our stakeholders.” Stoddard joined JELD-WEN in 2020 as vice president of finance for North America operations. Prior to joining JELD-WEN, Stoddard was CFO for the personal protection equipment business unit at Honeywell. Before joining Honeywell, Stoddard was a finance executive at Industrial Timber, LLC, TEOCO, Penson Financial Services, Inc. and Flagship Capital Partners, LLC. She holds a master’s degree in accounting from The University of Texas at Dallas and a Bachelor of Arts in economics and political science from Wake Forest University. “On behalf of the senior leadership team and our associates, I want to thank Julie for her contributions to JELD-WEN over the last two years,” said Christensen. “Appointing an internal successor is a reflection of our thoughtful succession planning and is a testament to Julie’s leadership. We wish Julie all the best in her next endeavor.” ### About JELD-WEN Holding, Inc. JELD-WEN Holding, Inc. (NYSE: JELD) is a leading global designer, manufacturer and distributor of high-performance interior and exterior doors, windows, and related building products serving the new construction and repair and remodeling sectors. Based in Charlotte, North Carolina, JELD-WEN operates facilities in 15 countries in North America and Europe and employs approximately 18,000 associates dedicated to bringing beauty and security to the spaces that touch our lives. The JELD-WEN family of brands includes JELD-WEN® worldwide, LaCantina® and VPI™ in North America, and Swedoor® and DANA® in Europe. For more information, visit corporate.JELD-WEN.com or follow us on LinkedIn. Exhibit 99.1

---

 

Media Contact: Caryn Klebba Head of global public relations 704-807-1275 [e-mail] Investor Relations Contact: James Armstrong Vice President, Investor Relations 704-378-5731 [e-mail] Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "likely," "may," "plan," "possible," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts are forward-looking statements, including statements regarding our business strategies and ability to execute on our plans, market potential, future financial performance, customer demand, the potential of our categories, brands and innovations, the impact of our footprint rationalization, cost reduction, productivity and modernization initiatives, the impact of acquisitions and divestitures on our business and our ability to maximize value and integrate operations, our pipeline of productivity projects, the estimated impact of tax reform on our results, litigation outcomes, and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events, all of which involve risks and uncertainties that could cause actual results to differ materially. For a discussion of these risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this release are made as of the date hereof, and we undertake no obligation to update any forward-looking statements, except as required by law.

---

 

Cover	Jun. 14, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 14, 2024
Entity Registrant Name	JELD-WEN HOLDING, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38000
Entity Tax Identification Number	93-1273278
Entity Address, Address Line One	2645 Silver Crescent Drive
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28273
City Area Code	704
Local Phone Number	378-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (par value $0.01 per share)
Trading Symbol	JELD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001674335
Amendment Flag	false

---