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.

On May 15, 2023, the Board of Directors (the "Board") of Fortune Brands Innovations, Inc. (the "Company") elected Amee Chande as a Class I member of the Board, effective June 1, 2023. Ms. Chande will serve on the Board for a term continuing until the Company’s 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"). The Board also appointed Ms. Chande to serve as a member of the Audit Committee and the Nominating, Environmental, Social and Governance Committee.

The Board determined that Ms. Chande is independent under the rules of the New York Stock Exchange. There are no arrangements or understandings between Ms. Chande and any other persons regarding her appointment to the Board. There are no family relationships between Ms. Chande and any director or executive officer and Ms. Chande is not a party to any transactions with the Company for which disclosure is required under Item 404(a) of Regulation S-K. Ms. Chande 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 30, 2023 and in connection with her appointment, will receive a pro-rated annual equity award for her term of service through the 2024 Annual Meeting.

Item 7.01 Regulation FD Disclosure.

On May 16, 2023, the Company issued a press release announcing Ms. Chande’s election to the Board. 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.