Janus International Group, Inc. (JBI)
NYSE: JBI · Real-Time Price · USD
5.43
-0.02 (-0.37%)
At close: Apr 28, 2026, 4:00 PM EDT
5.43
0.00 (0.00%)
After-hours: Apr 28, 2026, 4:10 PM EDT
← View all transcripts

AGM 2025

Jun 16, 2025

Operator

Welcome to the annual meeting for Janus International Group, Inc. Our host for today's call is Elliot Kahler, General Counsel and Corporate Secretary. I will now turn the call over to your host, Mr. Kahler. You may begin.

Elliot Kahler
General Counsel and Corporate Secretary, Janus International Group Inc

Good afternoon. This is Elliot Kahler, Janus's General Counsel and Corporate Secretary. Welcome to our 2025 annual meeting of shareholders, which is being held virtually by webcast. Before we get started, I would like to note that some parts of today's presentation may contain forward-looking statements. Statements other than historical facts made during this meeting may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those referenced in forward-looking statements due to a number of factors, including those described from time to time in Janus's filings with the Securities and Exchange Commission. The company assumes no obligation to update any such forward-looking statements. Now, it is my pleasure to introduce the Chief Executive Officer of Janus International Group, Ramey Jackson.

Ramey Jackson
CEO, Janus International Group Inc

Thanks, Elliot.

And thank you to everyone joining our virtual shareholder meeting, including the members of our board of directors, members of the executive leadership team, and representatives from KPMG, our independent registered public accounting firm who are on the line. I will act as chair of the annual meeting and will now call the meeting to order. We will answer questions electronically submitted by shareholders about the matters on the agenda and any other questions as time permits near the end of the meeting. We may group questions by topic, and if a question is not of general concern to all shareholders or if a question posed was not otherwise answered during the meeting, you may contact Janus Investor Relations at ir@janusintl.com. Please refer to the rules of conduct for the meeting for additional information. At this time, I'd like to introduce Cheryl Niebling of the Carideo Group .

We have appointed Ms. Niebling to act as Inspector of the Election at this meeting. Ms. Niebling has taken and subscribed the customary oath of office to execute her duties with strict impartiality, which will be filed with the records of the meeting. Her function is to ascertain the number of outstanding shares of common stock entitled to vote at the meeting, determine the shares present virtually or represented by proxy at the meeting, count the votes and ballots, and certify the final voting results. I've been advised that the Inspector of the Election has certified that a quorum is present. The meeting agenda and our rules of conduct for the meeting have been posted to our virtual meeting website. We appreciate your cooperation in adhering to the requirements under our rules of conduct.

At this meeting, I have a complete list of shareholders of record of the company's common stock on April 23rd, 2025, which is the record date for this meeting. I've also had with me an affidavit certifying that on April 25th, 2025, notice of internet availability of proxy materials and paper copies of our proxy materials to shareholders who requested them were deposited in the United States mail to all stockholders of record at the close of business on April 23rd, 2025. The business for this meeting consists of the proposals described in the company's proxy statement. I will briefly introduce each proposal and at this time declare the polls open for voting on all items. If you have already submitted a proxy, you do not need to vote again.

If you'd like to vote now during the annual meeting, you may click on the Vote Here link at the bottom of our virtual meeting website and follow the instructions to cast your vote. Our first order of business is the election of three Class 1 directors, Javier Gutierrez, Heather Harding, and Ramey Jackson to serve until the 2028 annual meeting of shareholders or until their successors are duly elected and qualified. The board of directors has recommended a vote for each of the three nominees. Proposals 2, 3, 4, 5A, and 5B are as follows. Proposal 2: Ratification of the appointment of the company's independent registered public accounting firm. Proposal 3: Advisory vote to approve the executive compensation of our named executive officers. Proposal 4: Approval of an amendment and restatement of our certificate of incorporation to declassify the board of directors. Proposal 5 is two parts.

Proposal 5A: Approval of an amendment and restatement of our certificate of incorporation to eliminate supermajority vote requirements for shareholders to amend certain provisions of our certificate of incorporation and bylaws and to remove directors. Proposal 5B: Approval of an amendment and restatement of our certificate of incorporation to eliminate the supermajority vote requirement relating to certain business opportunities. The board of directors have recommended a vote for each proposals 2, 3, 4, 5A, and 5B. Thanks, Ramey. We'll pause a few moments for final voting. I now declare the polls closed on all items of business. The final voting results will be available on a Form 8-K filed with the SEC and on our website when it's available. Elliot, do we have any questions from shareholders appropriate for the meeting at this time?

Elliot Kahler
General Counsel and Corporate Secretary, Janus International Group Inc

Ramey, no questions received. You can proceed to closing remarks.

Ramey Jackson
CEO, Janus International Group Inc

Thank you, Elliot. And again, thank you to all shareholders who participated today. If there are any outstanding questions or topics that were not answered, please contact Janus Investor Relations at ir@janusintl.com. This concludes our meeting today. Be well, and thank you for your continued support of Janus.

Operator

This now concludes the meeting. Thank you for attending and have a wonderful rest of your day.

Powered by