UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

FORTUNE BRANDS INNOVATIONS, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On March 6, 2023, the Board of Directors of Fortune Brands Innovations, Inc. (the "Company") increased the size of the Board from ten to eleven directors and elected Stephanie Pugliese as a Class III member of the Board, each effective immediately. Ms. Pugliese will serve on the Board for a term continuing until the Company’s 2023 Annual Meeting of Stockholders. The Board of Directors also appointed Ms. Pugliese to serve as a member of the Audit Committee and the Nominating, Environmental, Social and Governance Committee.

The Board determined that Ms. Pugliese is independent under the rules of the New York Stock Exchange. There are no arrangements or understandings between Ms. Pugliese and any other persons regarding her appointment to the Board of Directors. There are no family relationships between Ms. Pugliese and any director or executive officer and Ms. Pugliese is not a party to any transactions with the Company for which disclosure is required under Item 404(a) of Regulation S-K. Ms. Pugliese will participate in the compensation program for non-employee directors described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 21, 2022.

Ms. Pugliese served as President of Americas at Under Armour, Inc., a global sportswear brand, from September 2019 to March 2023. From November 2015 to September 2019, Ms. Pugliese served as President and Chief Executive Officer and as a Board Member at Duluth Holdings, Inc., a U.S. retailer of casual wear, workwear and accessories. She held various roles of increasing responsibility at Duluth Holdings from 2008. Ms. Pugliese currently serves as a member of the Board of Directors of Cooper’s Hawk Winery and Restaurants, a privately held restaurant company. She also serves on the Advisory Board of the Women in Retail Leadership Circle, an organization that provides mentorship and networking opportunities to women to help them advance in their careers. She holds a B.S. in Business from New York University.

Item 7.01 Regulation FD Disclosure.

On March 6, 2023, the Company issued a press release announcing Ms. Pugliese’s election to the Board of Directors. The press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K and is incorporated herein by reference under this Item 7.01.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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.