Bylaw Amendment · Shareholder Vote

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): May 8, 2026 Masco Corporation (Exact name of Registrant as Specified in Charter) Delaware 1-5794 38-1794485 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.) 17450 College Parkway, Livonia, Michigan 48152 (Address of Principal Executive Offices) (Zip Code) ( 313 ) 274-7400 (Registrant’s telephone number, including area code)   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 Name of each exchange on which registered Common Stock, $1.00 par value MAS 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☐ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As 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: • Amend Article 7(b) to move the advance notice provisions for stockholder nominations to the Company’s Bylaws and amend the advance notice period • Amend Article 8 to enable adoption of stockholders’ right to call a special meeting of stockholders • Amend Article 14 to limit the liability of certain officers as permitted by law. On 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. In 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. Effective 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. This 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. Item 5.07. Submission of Matters to a Vote of Security Holders. A brief description of the proposals and the votes cast on each proposal at the Annual Meeting are set forth below. As of the record date, 202,913,475 shares of Company common stock were outstanding and entitled to vote. 2 Proposal 1 : The election of four director nominees to serve until the Annual Meeting in 2027. Votes For Votes Against Abstentions Broker Non-Votes Gary A. Coombe 175,349,688 1,054,502 233,596 9,986,034 Aine L. Denari 169,419,493 6,852,557 365,736 9,986,034 Christopher A. O’Herlihy 162,154,089 14,249,526 234,171 9,986,034 Charles K. Stevens III 168,232,995 8,231,207 173,584 9,986,034 Proposal 2 : A non-binding advisory vote to approve the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the related material disclosed in the Proxy Statement. Votes For Votes Against Abstentions Broker Non-Votes 161,067,793 15,006,136 563,857 9,986,034 Proposal 3 : The ratification of the selection of PricewaterhouseCoopers LLP to act as independent auditors for the Company for 2026. Votes For Votes Against Abstentions 168,081,377 18,421,847 120,596 Proposal 4 : Approval of an amendment to the Company’s Certificate of Incorporation to limit liability of certain officers as permitted by law. Votes For Votes Against Abstentions Broker Non-Votes 143,839,313 32,481,996 316,477 9,986,034 Proposal 5 : Approval of an amendment to the Company’s Certificate of Incorporation to move the advance notice provisions for shareholder nominations to the Company’s Bylaws. Votes For Votes Against Abstentions Broker Non-Votes 176,029,918 285,068 322,800 9,986,034 3 Proposal 6 : Approval of an amendment to the Company’s Certificate of Incorporation to enable adoption of shareholders’ right to call a special meeting of shareholders. Votes For Votes Against Abstentions Broker Non-Votes 158,560,999 1,747,534 16,329,253 9,986,034 Proposal 7: Consideration of shareholder proposal on shareholder right to call a special meeting. Votes For Votes Against Abstentions Broker Non-Votes 75,159,758 100,995,648 482,380 9,986,034 4 Item 9.01. Financial Statements and Exhibits (d) Exhibits. 3. i     Certificate of Amendment to the Certificate of Incorporation of Masco Corporation. 3.ii      Bylaws of Masco Corporation, as Amended and Restated May 8, 2026. 104     Cover Page Interactive Data File (embedded within the Inline XBRL document). 5 SIGNATURE 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 thereunto duly authorized.   MASCO CORPORATION   By: /s/ Richard J. Westenberg   Name: Richard J. Westenberg   Title: Vice President, Chief Financial Officer and Treasurer              May 14, 2026 6