DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

MASCO CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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MASCO 2026 _| A LETTER FROM THE CHAIR OF OUR BOARD


April 10, 2026		Masco Corporation
		17450 College Parkway
		Livonia, MI 48152
		313-274-7400
		www.masco.com

Dear Masco Shareholders:

In 2025, Masco demonstrated disciplined execution as we advanced our strategic priorities and delivered solid financial performance. We navigated a dynamic geopolitical and macroeconomic environment and took decisive actions to prioritize growth initiatives, while generating solid adjusted operating margins and earnings per share. We continued to return capital to shareholders, including our 13th consecutive annual dividend increase announced in early 2026.

Central to our 2025 performance was our focus on innovation and the operational excellence of our approximately 18,000 employees across the globe. We are grateful for their dedication and resilience.

Our Board of Directors remained actively engaged in overseeing strategy, capital allocation and risk management throughout the year. We believe our focused portfolio of industry-leading brands and strong financial position provide a solid foundation for continued long-term value creation.

Focused on Growth and Innovation

During 2025, under the leadership of President and Chief Executive Officer, Jon Nudi, we announced a newly established Executive Committee with dual corporate and business unit representation to leverage our strengths as an enterprise, accelerate the execution of our growth strategy, drive agility and unlock value creation across our portfolio.

Building on this momentum, Jon is prioritizing innovation, brand building, enhancing digital marketing capabilities and advancing e-commerce strategies. We are confident this focus will drive growth as consumers increasingly engage across digital channels and expect greater speed, convenience and deeper knowledge of product and brand benefits.

A LETTER FROM THE CHAIR OF OUR BOARD _| MASCO 2026

Ongoing Board Refreshment

We remain committed to Board refreshment, ensuring the Board’s collective expertise and perspectives remain closely aligned with our strategic objectives and sustained emphasis on growth and digital innovation. As part of these efforts, we welcomed Gary A. Coombe, Chief Executive Officer—Grooming for The Procter and Gamble Company, to the Board effective January 1, 2026.

Gary brings extensive global leadership experience, including expertise in brand building, product innovation and digital strategy. His experience leading large-scale international businesses strengthens the Board’s oversight of Masco’s strategic evolution.

On behalf of the entire Board, thank you for your support and investment in Masco. We invite you to attend Masco Corporation’s Annual Meeting of Stockholders, which will be held virtually at 8:30 a.m. Eastern Time on May 8, 2026.

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Sincerely,

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Lisa A. Payne

Chair of the Board

THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE BEING MAILED OR OTHERWISE MADE AVAILABLE TO SHAREHOLDERS ON OR ABOUT APRIL 10, 2026.

MASCO 2026 _| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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MASCO CORPORATION

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

Our 2026 Annual Meeting of Stockholders will be held virtually through an audio-only webcast on May 8, 2026 at 8:30 a.m. Eastern Time. You will not be able to attend the meeting in person. Stockholders of record at the close of business on March 13, 2026 are entitled to vote at the Annual Meeting or any adjournment or postponement of the meeting. Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting by internet or by telephone, or, if you have received a mail copy of this proxy statement, by completing, signing, dating and returning your proxy card in the enclosed postage prepaid envelope. Instructions for each of these methods and the control number that you will need to vote are provided on the proxy card. You may withdraw your proxy before it is exercised by following the directions in the proxy statement. Alternatively, you may vote during the meeting.

By Order of the Board of Directors,

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Kenneth G. Cole

Vice President, General Counsel and Secretary



		Annual Meeting Information:
		Date:		May 8, 2026
		Time:		8:30 a.m. Eastern Time
		Place:		Virtual Only Meeting at: www.virtualshareholdermeeting.com/MAS2026

Annual Meeting Items of Business

1. To elect directors Gary A. Coombe, Aine L. Denari, Christopher A. O’Herlihy and Charles K. Stevens

2. To consider and act upon a proposal to approve the compensation paid, on an advisory basis, to our named executive officers

3. To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2026

4. - 6. To consider and act upon management proposals to amend certain provisions of our Certificate of Incorporation

7. To consider and act upon a stockholder proposal entitled, “Proposal 7-Give Shareholders an Ability to Call for a Special Shareholder Meeting”

8. To transact such other business as may properly come before the meeting

The Company Recommends That You Vote As Follows:

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FOR each director nominee

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FOR the approval of the compensation paid to our named executive officers

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FOR the selection of PricewaterhouseCoopers LLP as our independent auditors for 2026

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FOR proposals 4, 5 and 6

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AGAINST the stockholder proposal

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS _| MASCO 2026

Participating In Our Annual Meeting:

Online access to our virtual Annual Meeting will open at approximately 8:15 a.m. Eastern Time on May 8, 2026 at www.virtualshareholdermeeting.com/MAS2026. To access the meeting, vote and ask questions, you will need to have a valid control number. Your control number can be found on your proxy card or voting instruction form. If you encounter any difficulties accessing the meeting during the check-in time or during the meeting, technical support will be available to you through the meeting website. Please refer to the “2026 Annual Meeting of Stockholders” section below for further details regarding our Annual Meeting.

Questions may be submitted during the Annual Meeting by following the instructions available on the meeting website. We will answer as many stockholder questions as time permits. However, we may not respond to questions that we believe are not pertinent to the business of the meeting. Single responses to a group of substantially similar questions may be provided to avoid repetition. We ask that attendees please help us keep the proceedings orderly and follow the Annual Meeting rules of conduct that will be posted on the meeting website.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 8, 2026: THIS PROXY STATEMENT AND THE MASCO CORPORATION 2025 ANNUAL REPORT TO STOCKHOLDERS, WHICH INCLUDES THE COMPANY’S ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT:

https://www.ezodproxy.com/masco/2026

THE COMPANY WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K, WITHOUT CHARGE, UPON A STOCKHOLDER’S WRITTEN REQUEST TO: INVESTOR RELATIONS, MASCO CORPORATION, 17450 COLLEGE PARKWAY, LIVONIA, MICHIGAN 48152.

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2026 PROXY STATEMENT SUMMARY _| MASCO 2026

2026 PROXY

STATEMENT SUMMARY

In 2025, despite a dynamic geopolitical and macroeconomic environment that impacted our sales and operating margin, we were able to generate solid profitability. We continued to leverage our industry-leading brands to deliver new product innovations, sharpened our focus on taking actions to drive accelerated growth and deployed our capital allocation strategy to return value to our shareholders.

OUR FINANCIAL PERFORMANCE

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OUR BOARD AT-A-GLANCE

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Range Of Director Tenure

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SEC Form DEF 14A filed by Masco Corporation