AGM 2020

May 12, 2020

Good afternoon, and welcome to Masco's 2020 Annual Meeting of Stockholders. I am pleased to introduce Mr. Mike Losch, Masco's Chair of the Board. Please go ahead. Thank you and good afternoon. At this meeting, we'll address 3 items for stockholder consideration and then answer questions you have about these matters. The meeting will now come to order. Ken Cole, our General Counsel and Secretary will act as Secretary of the meeting. Attending today's meeting are all of the members of our Board Directors as well as representatives of PricewaterhouseCoopers, our independent auditors. The first order of business is to determine that proper notice of this meeting was given. Affidavits from Broadridge Financial Solutions and Morozotelli LLC confirmed that our proxy materials were provided to each stockholder of record beginning on March 27, 2020. To determine whether we have a quorum, Mr. Greg Malatia, our Inspector of Elections, will now give his report. Mr. Chairman, Broadridge Financial Solutions has examined Masco Corporation's stockholder records and confirmed that on March 16, 2020, the record date for this meeting, there were 263,755,000 373 shares of Masco Corporation Common Stock issued an outstanding, each of which is entitled to one vote. We also have examined the tabulations and proxies and report that stockholders holding majority of the stock entitled to vote are present at this meeting or by proxy and that there is a quorum. Thank you. The meeting records will include Broadridge and Morrow's affidavits and other pertinent documents. Since we have a quorum, we will proceed with the business of the meeting. Under our bylaws, only matters for which we have received proper notice may be considered at this meeting. Since we have not received such notice, the only matters to be voted upon today are those described in our proxy statement. The polls are now open for voting. Most stockholders have voted by proxy. If any stockholder has not yet voted wishes to change the vote on his or her proxy, you can do this by clicking on the voting button on the web portal and following the instructions. The first item to be voted on is the election of directors. Our certificate of incorporation provides for a Board divided into 3 classes. The terms of our Class II directors expire at this meeting. The Board proposes the reelection of Keith J. Ullman, J. Michael Losch, Christopher A. O'Herlihy and Chuck Charles K. Stephens to serve as Class II Directors with terms expiring at the Annual Meeting of Stockholders in 2023 or at the time their respective successors are elected and qualified. Our certificate of incorporation describes how our stockholders can nominate persons for election to our Board. We did not receive any such nominations and therefore the Director nominations are closed. The second matter to be voted on is the approval by advisory vote of the compensation paid to our named executive officers as described in our proxy statement. The final matter to be voted on is the ratification of PricewaterhouseCoopers LLP to continue as our independent auditors for 2020. All matters to be considered at this meeting have now been presented. As everyone has had an opportunity to vote, the polls are now closed. Mr. Malatia, please report on the votes cast. Mr. Chairman, the Inspector of Elections has tabulated the votes cast for the election of 4 Class II directors and for the 2 additional proposals described in the company's proxy statement. The examination confirms that all proxies and ballots upon which the tabulation and counter based are valid and may be included in the stockholder vote. The preliminary report shows that a majority of the votes cast are in favor of the election of Keith J. Allman, J. Michael Losch, Christopher A. O'Herlihy and Charles K. Stephens III as Class II Directors. That a majority of the votes cast by advisory vote were voted for the compensation paid to the company's named executive officers and that a majority of votes cast are in favor of ratifying the selection of Pricewaterhouse Coopers LLP as the company's independent auditors for 2020. Thank you. You have heard the voting results and the inspectors final report will be filed with the minutes of this meeting. This completes the formal business to be conducted at this meeting and the annual meeting is officially adjourned. We will now address shareholder questions. Operator, have we received any questions through the web portal? Mr. Loesch, we've not received any questions regarding the matters presented at this meeting. Thank you. This concludes our meeting. Thank you for attending today and your continued support of Masco.