AGM 2026

May 8, 2026

Good morning, and welcome to Masco's 2026 annual meeting of stockholders. I would like to introduce Ms. Lisa A. Payne, Masco's Chair of the Board. Thank you and good morning. I'm pleased to welcome you to Masco's annual meeting. At today's meeting, we'll address seven matters for stockholder consideration and respond to any questions about these matters in accordance with the meeting's rules of conduct that have been posted to this website. 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 the members of our Board of Directors, as well as representatives of PricewaterhouseCoopers, our independent auditors. Mr. Cole will now confirm the notice given to our stockholders for this meeting and whether a quorum is present and will present the proposals to be considered at this meeting. Ken? Thank you, Lisa, and good morning. I confirm that our stockholders were provided proper notice of this meeting. Broadridge Financial Solutions and Sodali & Company have certified that our proxy materials were distributed to each stockholder of record beginning on April 10, 2026. To determine whether we have a quorum, Mr. Siddle, our Inspector of Election, has confirmed the following: There are 186,623,882 shares of Masco Corporation common stock represented at this meeting, either by proxy or virtually, representing 91.97% of the company stock, common stock issued and outstanding and entitled to vote at this meeting. This constitutes a quorum under the company's bylaws. The meeting records will include all documents pertinent to the meeting. Since we have a quorum, we will proceed with the business of the meeting. Under our bylaws, with respect to stockholder proposals, only matters for which we have received proper notice may be considered at this meeting. The company received one such notice, a stockholder proposal from Mr. John Chevedden for shareholder right to call a special meeting. The stockholder proposal, as well as six other proposals described in our proxy statement, are the only matters to be voted on today. The polls are now open for voting. As usual, most stockholders have voted by proxy. If any stockholder has not yet voted or wishes to change their vote, you can do this by clicking on the voting button on the web portal and following the instructions. All of the proposals that I will present are described in our proxy statement. The first item to be voted on is the election of directors. Our certificate of incorporation provides that our classified board will be phased out over a three-year period beginning this year. The terms of our directors, Gary A. Coombe, Aine L. Denari, Christopher A. O'Herlihy, and Charles K. Stevens, III, expire at this meeting. The board proposes the reelection of each of these persons to serve as directors with terms expiring at the annual meeting of stockholders in 2027 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 remaining matters to be voted on are the approval by advisory vote of the compensation paid to our named executive officers, the ratification of PricewaterhouseCoopers LLP to continue as our independent auditors for 2026, the approval of an amendment to the company's charter to limit the liability of certain officers as permitted by law, the approval of an amendment to the company's charter to move the advance notice provisions for stockholder nominations to the company's bylaws, the approval of an amendment to the company's charter to enable adoption of shareholders' right to call a special meeting of shareholders, and the final matter to be voted on is the approval of a proposal for shareholder right to call a special meeting that was submitted and will be presented by Mr. John Chevedden, a beneficial owner of 100 shares of Masco common stock. Mr. Chevedden, as notified prior to the meeting, you will have three minutes to present your proposal. Mr. Chevedden, you may now present your proposal. Hello, this is John Chevedden. Proposal 7, give shareholders an attainable ability to call for a special shareholder meeting. Chose to ask our board of directors to take the steps necessary to amend the governing documents to give the owners a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting. There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time or for shares to participate in calling for a special shareholder meeting. This proposal 6, attainable right for shareholders to call for a special shareholder meeting, is better than the unattainable right for shareholders to call for a special meeting promoted by proposal 6. The Proposal 6 requirement for 25% of shares to support the calling for a special shareholder meeting is meaningless because shareholders at more than 100 companies have voted on a shareholder right to call for a special shareholder meeting, and there has never been even one example given of the shareholders of any company anywhere of actually conducting a special shareholder meeting based on the 25% requirement. The 25% requirement makes calling for a special meeting unattainable. The Masco board was not satisfied with the one above requirement to make calling a special shareholder meeting unattainable. The Masco board could not resist piling on one more requirement, which by itself would make calling for a special shareholder meeting unattainable. Proposal 6 also disqualifies a substantial block of Masco shares from calling for a special shareholder meeting. There has never been one example given of shareholders of any company anywhere of actually conducting a special shareholder meeting after disqualifying a substantial block of shares. Proposal 6 thus has two barriers, each of which standing alone will prevent Masco shareholders from ever calling for a special shareholder meeting. Vote for Proposal 7, the only special shareholder meeting proposal on the ballot to date that provides for an attainable right for shareholders to call for a special shareholder meeting. Thank you, Mr. Chevette. All matters to be considered at this meeting have now been presented. As everyone has had the opportunity to vote, the polls are now closed. Our inspector of election, Mr. Siddle, has delivered the preliminary voting results, which report that a majority of votes have been cast for each of the following proposals: the election of Gary A. Coombe, Aine L. Denari, Christopher A. O'Herlihy, and Charles K. Stevens as directors, approval of the compensation paid to the company's named executive officers, and the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent auditors for 2026. The preliminary voting results report that votes cast for each of the following proposals represent more than a majority of our outstanding shares. The amendment of the company's charter to limit the liability of certain officers as permitted by law, the amendment to the company's charter to move the advanced notice provisions for stockholder nominations to the company's bylaws, and the amendment to the company's charter to enable adoption of shareholders' right to call a special meeting of shareholders. A majority of the votes have been cast against the stockholder proposal presented by Mr. Chevedden to amend the company charter for shareholder right to call a special meeting. I'll turn the meeting back over to Ms. Payne. Thank you, Mr. Cole. You have heard the voting results, and the inspector's final report will be filed with the minutes of this meeting. This concludes the formal business to be conducted at this meeting. I would now like to ask our assistant secretary if we have received any questions through the web portal. Ms. Payne, we have not received any questions regarding the matters presented at this time. Thank you. If any stockholder submitted a question, it was and it was not addressed during our Q&A, you may contact Masco's Investor Relations Department at the phone number or email address provided on the rules of conduct. The annual meeting is officially adjourned. Thank you for attending today and for your continued support of Masco. Masco Corporation's annual stockholder meeting has now come to an end. You may now disconnect.