MAS 10-K Annual Report Dec. 31, 2022

MASCO CORP /DE/

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PROXIES

DEF 14A	Filed on April 1, 2024
DEF 14A	Filed on March 31, 2023
DEF 14A	Filed on March 25, 2022
DEF 14A	Filed on March 31, 2021
DEF 14A	Filed on March 27, 2020
DEF 14A	Filed on March 29, 2019
DEF 14A	Filed on March 29, 2018
DEF 14A	Filed on March 31, 2017
DEF 14A	Filed on March 24, 2016
DEF 14A	Filed on April 2, 2015
DEF 14A	Filed on March 28, 2014
DEF 14A	Filed on April 2, 2013
DEF 14A	Filed on April 5, 2012
DEF 14A	Filed on March 31, 2011
DEF 14A	Filed on April 1, 2010

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. [reserved]Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

2.a Stock Purchase Agreement, dated September 29, 2019, by and between Masco Corporation and MIWD Holding Company LLC. 8-K 2.1 10/03/2019 2.b Securities Purchase Agreement, dated November 14, 2019, by and between Masco Corporation and ACP Products, Inc. 8-K 2.1 11/18/2019 3.a Restated Certificate of Incorporation of Masco Corporation. 2015 10-K 3.i 02/12/2016 3.b Bylaws of Masco Corporation, as Amended and Restated on February 5, 2021. 2020 10-K 3.b 02/09/2021 4.a Indenture dated as of December1, 1982 between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee under agreement originally with Morgan Guaranty Trust Company of New York, as Trustee, and Supplemental Indenture thereto dated as of July 26, 1994; and Directors' resolutions establishing Masco Corporation's: 2016 10-K 4.a 02/09/2017 4.a.i 7-3/4% Debentures Due August1, 2029. 2014 10-K 4.a.i(ii) 02/13/2015 4.b Indenture dated as of February12, 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; and Directors' Resolutions establishing Masco Corporation's: 2016 10-K 4.b 02/09/2017 4.b.i 6-1/2% Notes Due August15, 2032; 2017 10-K 4.b.i 02/08/2018 4.b.ii 3.500% Notes Due November 15, 2027; and 8-K 4.1 06/15/2017 4.b.iii 4.500% Notes Due May 15, 2047. 8-K 4.2 06/15/2017 4.b.iv Second Supplemental Indenture, dated as of September 18, 2020, between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee. 8-K 4.3 09/18/2020 4.b.v 4.500% Notes Due May 15, 2047 8-K 4.2 09/18/2020 4.b.vi 2.000% Notes Due October 1, 2030 8-K 4.1 09/18/2020 4.b.vii 1.500% Notes Due February 15, 2028 8-K 4.1 03/04/2021 4.b.viii 2.000% Notes Due February 15, 2031 8-K 4.2 03/04/2021 4.b.ix 3.125% Notes Due February 15, 2051 8-K 4.3 03/04/2021 4.c Description of securities. 2019 10-K 4.c 02/11/2020 10.a Credit Agreement dated as of April 26, 2022 by and among Masco Corporation and Masco Europe S. r.l. as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and PNC Bank, National Association, as Co-Syndication Agents, and Deutsche Bank Securities,Inc., Royal Bank of Canada, Truist Bank, Bank of America, N.A., Fifth Third Bank and Wells Fargo Bank, National Association, as Co-Documentation Agents. 10-Q 10a 04/27/2022 10.b 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 10.c Masco Corporation 2005 Long Term Stock Incentive Plan (Amended and Restated May11, 2010): 2015 10-K 10.b.i 02/12/2016 10.c.j Form of stock option grant for grants on or after January 1, 2013 2017 10-K 10.b.iii 02/08/2018 10.d Masco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016): 10-Q 10.a 07/26/2016 10.d.i for awards prior to July 1, 2018 8-K 10.b 05/06/2014 10.d.ii for awards on or after July 1, 2018 2018 10-K 10.c.ii 02/07/2019 10.d.iii for awards between December 17, 2019 and February 2, 2022 2019 10-K 10.c.iii 02/11/2020 10.d.iv for awards on or after February 3, 2022 2021 10-K 10.c.iv 02/08/2022 10.d.v for grants prior to July 1, 2018 8-K 10.d 05/06/2014 10.d.vi for grants between July 1, 2018 and December 17, 2019 2018 10-K 10.c.iv 02/07/2019 10.d.vii for grants between December 17, 2019 and February 3, 2022 2019 10-K 10.c.vi 02/11/2020 10.d.viii for grants on or after February 3, 2022 2021 10-K 10.c.viii 02/08/2022 10.d.xi Form of Long Term Incentive Program Award Agreement for awards prior to December 17, 2019. 2018 10-K 10.c.v 02/07/2019 10.d.x Long-Term Incentive Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (December 17, 2019) and form of Performance Restricted Stock Unit Award Agreement thereunder. 10-Q 10.a 04/29/2020 10.d.xi Long-Term Incentive Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 3, 2022) and form of Performance Restricted Stock Unit Award Agreement thereunder. 2021 10-K 10.c.xi 02/08/2022 10.d.xii Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016). 10-Q 10.b 07/26/2016 10.d.xiii for Non-Employee Directors for awards prior to July 1, 2018 8-K 10.c 05/06/2014 10.d.xiv for Non-Employee Directors for awards after July 1, 2018 2018 10-K 10.c.viii 02/07/2019 10.d.xv Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 7, 2020). 2019 10-K 10.c.xiii 02/11/2020 10.d.xvi for awards between February 7, 2020 and February 3, 2022 2019 10-K 10.c.xiv 02/11/2020 10.d.xvii for awards on or after February 4, 2022 2021 10-K 10.c.xvii 02/08/2022 10.e Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G. Sznewajs. 2015 10-K 10.d.i(ii) 02/12/2016 10.f Other compensatory arrangements for executive officers. 2016 10-K 10.f 02/09/2017 10.g Compensation of Non-Employee Directors. 2021 10-K 10.f 02/08/2022 10.h Masco Corporation Retirement Benefit Restoration Plan effective January1, 1995 (as amended and restated December22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014. 2016 10-K 10.i 02/09/2017 10.i Employment Offer Letter dated May 3, 2021 between Richard Marshall and Masco Corporation 10-Q 10 07/29/2021 10.j Employment Offer Letter dated January 6, 2022 between Robin Zondervan and Masco Corporation 8-K 10 02/07/2022 21 List of Subsidiaries. 23 Consent of Independent Registered Public Accounting Firm relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule. 31.a Certification by Chief Executive Officer required by Rule13a-14(a)/15d-14(a). 31.b Certification by Chief Financial Officer required by Rule13a-14(a)/15d-14(a). 32 Certifications required by Rule13a-14(b) or Rule15d-14(b) and Section1350 of Chapter63 of Title 18 of the United States Code.

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MAS 10-K Fiscal year ended Dec. 31, 2022

Exhibits