Section 5.07. Submitting Matters to a Vote of Securityholders.

On June 24, 2022, Cornerstone Building Brands, Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals relating to the agreement and the merger plan, dated March 5, 2022
(the “Merger Agreement”), by and between the Company, Camelot Return Intermediate Holdings, LLC (“Parent”) and Camelot Return Merger Sub, Inc. (“Submerge”). Parent and Merger Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice, LLC (“CD&R”). On the terms and subject to the conditions set forth in the Merger Agreement, among others, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of the Parent Company. Following the Merger, the Company will cease to be a publicly traded company and the investment funds managed by CD&R will become the indirect owner of all of the outstanding common shares of the Company that it does not already own.

From May 16, 2022date of record of the Special Meeting, there were 127,354,001 ordinary shares of the Company, par value $0.01 per outstanding share, each giving the right to one vote on each proposal at the special meeting. A total of 102,438,188 common shares of the Company, representing approximately 80% of the outstanding common shares of the Company entitled to vote, were present virtually or represented by proxy at the Special Meeting, constituting a quorum for the conduct of business .

During the extraordinary meeting, the following proposals were considered:

1. Proposed Merger Agreement. A proposal to adopt the merger agreement, in accordance with

    to which, among other things, Merger Sub will merge with and into the Company,
    with the Company surviving the Merger as a subsidiary of Parent.

2. Motion to adjourn. One or more proposals for the adjournment of the Special Assembly for

    a later date or dates if necessary or appropriate, including adjournment to
    solicit additional proxies if there were insufficient votes at the time of the
    Special Meeting to approve the Merger Agreement Proposal.

3. Merger Compensation Proposal. A proposal for approval, by non-binding means,

    advisory vote, certain compensation arrangements for the Company's named
    executive officers in connection with the Merger.

Each proposal is described in detail in the Company’s definitive proxy statement filed with the Security and Exchange Commission (the “SEC”) on May 24, 2022
and first sent to the shareholders of the Company on May 24, 2022 (the “Proxy Statement”).

Each of the three proposals has been approved by the required vote of the shareholders of the Company. In addition to receiving the approval of shareholders representing a majority of the aggregate voting rights of the outstanding common shares of the Company entitled to vote on the proposed merger agreement at the special meeting, the proposed merger agreement merger has been approved by the affirmative vote of the shareholders representing a majority of the aggregate voting rights of the outstanding ordinary shares of the Company entitled to vote on the proposed merger agreement at the special meeting held by shareholders other than CD&R, certain investment funds managed by CD&R and other affiliates of CD&R which hold shares of common stock of the Company (the “Affiliated Shares”).

The final voting results for each proposal are described below.

(1) Proposed Merger Agreement:

    For        Against    Abstain
100,620,612   1,763,595   53,981




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Draft Merger Agreement, excluding shares:

   For        Against    Abstain
38,438,594   1,763,595   53,981




(2) Adjournment Proposal:



   For        Against    Abstain
98,608,394   3,765,477   64,317

(3) Merger-related compensation proposal:

   For        Against     Abstain
97,400,359   2,338,840   2,698,989

As the proposed merger agreement was approved by the required vote, no adjournment to solicit additional proxies was necessary.

Section 7.01. FD Regulation Disclosure.

As previously disclosed in the Proxy Circular, the terms of the debt commitment letters obtained by Camelot Return Holdings, LLC (“Holdings”) and Merger Sub include the ability to reallocate debt financing commitments between bridge facilities under debt commitment letters. On June 23, 2022Holdings and Merger Sub have elected to reallocate all of the bridge loan covenants under the Debt Commitment Letter with Holdings to become additional bridge loan covenants under the Debt Commitment Letter with Merger Sub, so Merger Sub currently has all $1,675 million debt financing commitments.

The information in this Section 7.01 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section. , nor be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company declares expressly that such information shall be deemed filed under the Exchange Act or incorporates it by specific reference in such filing.

Item 8.01. Other Events.

As stated previously on April 10, 2022the Company has entered into a membership interest purchase agreement (the “Purchase Agreement”) with BlueScope Steel North America Corporationa Delaware corporation (“BlueScope”) and a subsidiary of BlueScope Steel Limited, to sell the Company’s metal coil coating business to BlueScope for an aggregate purchase price of $500 million in cash, subject to certain customary adjustments (the “Coil Coatings Sale”).

Under the terms of the purchase agreement, the completion of the Coil Coatings divestiture is subject to certain customary closing conditions, including the expiration or early termination of the waiting period (and any extension thereof ) applicable to the completion of the Coil Coatings divestiture under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Effective from 11:59 p.m. Eastern Time on June 23, 2022, the HSR statutory waiting period has expired with respect to the Coil Coatings divestiture. The Coil Coatings divestiture is now expected to be completed by the end of the second quarter of 2022, subject to customary closing conditions.

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Caution Regarding Forward-Looking Statements

This communication includes forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements about the potential benefits of the acquisition proposed, expected growth rates, company plans, objectives, expectations and expected timing for the closing of the merger and divestiture of Coil Coatings. When used in this communication, the words “believes”, “estimates”, “plans”, “expects”, “should”, “could”, “prospect”, “potential”, “anticipates”, “target” and “anticipates” and similar expressions relating to the Company or its management are intended to identify forward-looking statements. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks. , uncertainties and other factors that may cause actual results to differ materially from the opinions, beliefs, projections and estimates expressed in such statements.These risks, uncertainties and other factors include, but are not limited to, those discussed under “Factors of Risk” in the company’s annual report on Form 10-K for the year ended December 31, 2021filed with the SECOND on March 1, 2022 (as amended by Amendment No. 1 on Form 10-K/A, filed with the SECOND on May 2, 2022), the company’s quarterly report on Form 10-Q for the period ended April 2, 2022filed with the SECOND on May 3, 2022 and the following: (1) the timing, receipt, and terms and conditions of any required governmental or regulatory approval of the Coil Coatings divestiture that may reduce the anticipated benefits of the Coil Coatings divestiture or cause the parties to abandon the disposal of Coil Coatings; (2) risks relating to the satisfaction of the closing conditions of the Coil Coatings Merger or Divestiture on time or at all; (3) the risk that any announcement relating to the Merger may adversely affect the market price of the Company’s common stock; (4) the disruption of the Merger making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with customers, suppliers and others with whom the Company does affair ; (5) the occurrence of any event, change or other circumstance that may give rise to the termination of the merger agreement entered into in connection with the Merger or the Purchase Agreement entered into in connection with the Coil Coatings Divestiture; (6) risks relating to the disruption of management’s attention to the Company’s ongoing business activities due to the merger and divestiture of Coil Coatings; (7) significant transaction costs; (8) the risk of litigation and/or regulatory actions related to the Merger or adverse results of pending litigation and proceedings or litigation and proceedings that may arise in the future; (9) other business effects, including the effects of industry, market, economic, political or regulatory conditions; (10) the ability to meet expectations regarding the timing and completion of the Coil Coatings Merger or Divestiture; (11) computer system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware, or ransomware attacks; and (12) changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above.

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