Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 18, 2026, the Board of Directors (the "Board") of Cornerstone Building Brands, Inc. (the "Company") increased the size of the Board from ten to twelve directors, and Carol Flaton and Daniel B. Silvers were each elected by Camelot Return Ultimate, LP, the parent of the Company's sole stockholder, Camelot Return Intermediate Holdings, LLC, acting by written consent in lieu of a meeting, effective as of March 18, 2026, to fill the vacancies created thereby. Concurrent with their election to the Board, Ms. Flaton and Mr. Silvers were appointed to the Finance Committee of the Board.
Ms. Flaton and Mr. Silvers will each hold such office until their respective successor has been elected and qualified or until their earlier respective resignation or removal.
Ms. Flaton and Mr. Silvers will each receive a base fee of $40,000 per month pursuant to the respective retention agreement entered into with each of Ms. Flaton and Mr. Silvers on March 18, 2026. Each of Ms. Flaton and Mr. Silvers will also receive reimbursement of expenses in accordance with the Company's standard director compensation arrangements applicable to non-employee directors of the Company, as described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
There are no arrangements or understandings between either Ms. Flaton or Mr. Silvers and any other persons pursuant to which either Ms. Flaton or Mr. Silvers was elected as a director of the Company, and there are no transactions to which the Company or any of its subsidiaries is a party and in which either Ms. Flaton or Mr. Silvers has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.07.