fbhs-8k_20200428.htm
false 0001519751 0001519751 2020-04-28 2020-04-28

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  April 28, 2020

 

 

Fortune Brands Home & Security, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware

1-35166

62-1411546

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

520 Lake Cook Road

Deerfield, IL 60015

(Address of Principal Executive Offices) (Zip Code)

 

847-484-4400

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

Common Stock

FBHS

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.07.Submission of Matters to a Vote of Security Holders.

 

(a)Fortune Brands Home & Security, Inc. (the “Company”) held its Annual Meeting of Stockholders on April 28, 2020.

 

(b)At the Annual Meeting, our stockholders voted on the following matters: (i) election of three directors to serve as Class III directors for a term of three years expiring at the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2020; and (iii) approve, on an advisory basis, the compensation paid to the Company’s named executive officers. Set forth below are the voting results for each of these proposals:

 

Proposal 1:

The election of three Class III directors for a three-year term expiring at the 2023 Annual Meeting

 

Director Name

For

Against

Abstain

Broker Non-Votes

Nicholas I. Fink

114,202,852

894,569

157,471

10,946,776

A.D. David Mackay

113,013,641

2,009,728

231,523

10,946,776

David M. Thomas

109,709,188

5,390,326

155,378

10,946,776

 

Proposal 2:

The ratification of the appointment by the Company’s Audit Committee of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020

 

For

Against

Abstain

124,271,897

1,777,258

152,513

 

Proposal 3:

An advisory vote on the compensation paid to the Company’s named executive officers

 

For

Against

Abstain

Broker Non-Votes

106,757,559

8,153,032

344,301

10,946,776

 


 


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FORTUNE BRANDS HOME & SECURITY, INC.

(Registrant)

 

 

By:/s/Robert K. Biggart
Name:Robert K. Biggart

Title:Senior Vice President, General Counsel and Secretary

 

Date:  May 1, 2020