{"url_path":"/sec/mas/8-k/2026-05-14/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/62996/0000062996-26-000016-index.html","accession_number":"0000062996-26-000016","cik":"0000062996","ticker":"MAS","issuer_name":"MASCO CORP /DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/62996/0000062996-26-000016-index.html","primary_entity_key":"0000062996","primary_entity_name":"MASCO CORP /DE/"},"word_count":308,"has_tables":true,"body_markdown":"Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nAs reported below in Item 5.07, on May 8, 2026 at the Company’s 2026 annual meeting of stockholders (the \"Annual Meeting\"), the Company's stockholders approved amendments to the Company's Certificate of Incorporation to:\n\n• Amend Article 7(b) to move the advance notice provisions for stockholder nominations to the Company’s Bylaws and amend the advance notice period\n\n•Amend Article 8 to enable adoption of stockholders’ right to call a special meeting of stockholders\n\n•Amend Article 14 to limit the liability of certain officers as permitted by law.\n\nOn May 12, 2026, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware to implement the foregoing amendments.\n\nIn addition, the Company’s Board of Directors approved the amendment and restatement of the Company’s Bylaws, which were subject to and became effective upon stockholder approval of proposals presented at the Annual Meeting to amend our Certificate of Incorporation.\n\nEffective May 8, 2026, Section 1.02 of the Bylaws is amended to give shareholders owning 25% or more of the voting power of the Company’s outstanding shares, who have owned such shares continuously for at least one year, the ability to request that the Company’s Board call a special meeting of shareholders. Section 1.06 of the Bylaws is amended to include the time period and procedural and information requirements for stockholder nominations of directors. In addition, the Bylaws were amended for certain other clarifying, technical and conforming changes.\n\nThis summary description of the changes to the Certificate of Incorporation and the Bylaws is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Bylaws, copies of which are filed herewith as Exhibit 3.i and Exhibit 3.ii, respectively, and are incorporated herein by reference."}