UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
Fortune Brands Innovations, Inc., (the "Company") held its Annual Meeting of Stockholders on May 7, 2024. At the Annual Meeting, stockholders voted on the following matters: (i) election of three director nominees to serve as Class I directors for a term of three years expiring at the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2024; (iii) approval, on an advisory basis, of the compensation paid to the Company's named executive officers; and (iv) approval, on an advisory basis, of the frequency with which the Company will hold an advisory vote on 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 I director nominees for a three-year term expiring at the 2027 Annual Meeting of Stockholders
Director Nominee Name |
For |
Against |
Abstain |
Broker Non-Votes |
Amee Chande |
105,351,997 |
209,944 |
157,321 |
7,943,396 |
Ann F. Hackett |
93,757,502 |
11,806,385 |
155,375 |
7,943,396 |
Jeffery S. Perry |
102,143,229 |
3,419,013 |
157,020 |
7,943,396 |
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 2024
For |
Against |
Abstain |
111,764,322 |
1,771,564 |
126,772 |
Proposal 3: An advisory vote to approve compensation paid to the Company’s named executive officers
For |
Against |
Abstain |
Broker Non-Votes |
71,423,431 |
29,074,837 |
5,220,994 |
7,943,396 |
Proposal 4: An advisory vote on the frequency of holding an advisory vote on the compensation paid to the Company’s named executive officers
One Year |
Two Years |
Three Years |
Abstain |
102,788,310 |
127,202 |
2,608,227 |
195,523 |
Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on March 22, 2024 and the vote of the Company’s shareholders on this proposal at the Annual Meeting, the Company intends to hold an advisory vote on the compensation of the Company’s named executive officers every year. The Company intends to continue holding such votes annually until the next required vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers.
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.
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FORTUNE BRANDS INNOVATIONS, INC. |
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Date: |
May 10, 2024 |
By: |
/s/ Hiranda S. Donoghue |
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Hiranda S. Donoghue |