JELD-WEN ESOP Litigation Settlement

Update:  As of November 19, 2015, the settlement is final and unappealable.

Welcome to the JELD-WEN ESOP Litigation Settlement website.

This website has been established to provide general information related to the JELD-WEN ESOP Litigation and the resulting Settlement. The capitalized terms used on this website, and not defined herein, shall have the same meanings ascribed to them in the Class Action Settlement Agreement.

This action is pending before the Honorable Michael J. McShane in the United States District Court for the District of Oregon.  

This Litigation is a class action under the Employee Retirement Security Income Act of 1974 (“ERISA”). Representatives in this Litigation are, or were, participants in the JELD-WEN ESOP.  The Defendants in this Litigation are the JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan, the Administrative Committee of the JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan, Ronald Saxton, R. Neil Stuart, and Roderick Wendt 

In this case, there are two overlapping classes: the “Terminated Employee Class” and the “New Expense Class” (which likely includes most of the Terminated Employee Class as well as many other participants in the ESOP).

The Terminated Employee Class consists of: (A) participants in the JELD-WEN ESOP (1) who terminated employment with JELD-WEN before November 19, 2010, (2) who were vested in the Plan at the time of their termination of employment, (3) for whom the Plan at the time of their termination provided that their benefits would be valued at the Annual Valuation Date following their termination and would accrue interest at the Local Passbook Rate and (4) to whom the 2010 ESOP Amendment was applied to their benefits, or (B) beneficiaries of any of such Participants;

The New Expense Class consists of participants in the JELD-WEN ESOP whose accounts in the ESOP were assessed the New Expenses after January 1, 2010 and their beneficiaries.

Excluded from the classes are the following persons: (a) Defendants Ron Saxton, R. Neil Stuart, Roderick C. Wendt; (b) the members of the ESOP Administrative Committee between 2007 and 2010; (c) the members of the Board of Directors of JELD-WEN between 2007 and 2012; and (d) any person who has any beneficial interest in any of the accounts of the foregoing individuals to the extent such person is entitled to benefits under the Plan through the accounts of any of the foregoing persons as opposed to amounts in their Plan accounts based on their own employment at JELD-WEN.  The Settlement Classes are mandatory and you cannot opt-out.

This lawsuit alleges, among other things, that in connection with a 2010 Amendment to the JELD-WEN ESOP, the Defendants violated various provisions of ERISA with respect to the Terminated Employee Class by (1) requiring Terminated Employee Class Members’ accounts to be valued using JELD-WEN stock, (2) using an inappropriate valuation of the stock, (3) eliminating the guaranteed passbook interest going forward, (4) eliminating passbook interest which accrued in 2010, and (5) breaching their fiduciary duties by implementing the 2010 amendment. With respect to the New Expense Class, the lawsuit alleges that Defendants violated various provisions of ERISA (described in the claims being released) and their fiduciary duties of loyalty, prudence, and care (1) when assessing expenses above and beyond what is permissible by ERISA, and (2) with respect to the investment and management of Plan assets. A copy of the most recent Complaint is available on the Case Documents tab.

After obtaining certain discovery including the data on each individual participant’s account, Plaintiffs and Defendants engaged in mediation before former Magistrate Judge Morton Denlow. Numerous conversations between the parties continued after the mediation and following a meeting between the parties’ counsel on January 27, 2014, the parties reached an Agreement in Principle to resolve this litigation.

On May 26, 2015, the Court preliminarily approved the Settlement and has scheduled a final hearing to evaluate the fairness and adequacy of the Settlement.

As part of the proposed Settlement, Defendants will pay $15.5 million in exchange for which the Litigation will be dismissed with prejudice and all members of the Settlement Classes will release and discharge the Defendants and certain related persons and entities from certain claims. The $15.5 million, after deduction of Court-approved attorneys’ fees, costs and expenses and Notice and Administration Costs, will be distributed or credited to Settlement Class Members pursuant to a computation methodology called the Plan of Allocation. The Plan of Allocation will need to be approved by the Court.

In order for the Settlement to become final and any payments to be distributed, the Court will need to issue final approval after a Final Approval Hearing, which is currently scheduled in Courtroom 12A of the United States District Courthouse, District of Oregon, 1000 S.W. Third Avenue, Portland, Oregon, 97204, at 1:30 p.m., on October 19, 2015.

At that hearing, the Court will consider whether the proposed Settlement is fair, reasonable, and adequate to the Class, and whether to provide the Class Representatives with a service award to compensate them for their time and expense in bringing this lawsuit.  If there are objections or comments to the Settlement, the Court will consider them at the Final Approval Hearing.  After the Final Approval Hearing, the Court will decide whether to approve the Settlement and any requests for attorneys’ fees and expenses.

Although the information on this website is intended to assist you, it does not replace the information contained in the Notice of Class Action, Proposed Settlement & Hearing (the “Notice”) or the Class Action Settlement Agreement, both of which can be found on the Case Documents tab and downloaded from this website. We recommend that you read the Notice and other relevant case documents carefully.

 IMPORTANT DATES AND DEADLINES

File Objection to the Settlement:

August 14, 2015

Submit Documentation to Dispute or Show Proof of Membership in a Settlement Class

August 31, 2015

Final Approval Hearing

October 19, 2015