8-K
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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

Date of Report (Date of earliest event reported): May 07, 2024

 

 

FORTUNE BRANDS INNOVATIONS, 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, Illinois

 

60015-5611

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 847 484-4400

 

 

(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:

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, par value $0.01 per share

 

FBIN

 

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.

 

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.

 

 

 

FORTUNE BRANDS INNOVATIONS, INC.

 

 

 

 

Date:

May 10, 2024

By:

/s/ Hiranda S. Donoghue

 

 

 

Hiranda S. Donoghue
Executive Vice President, Chief Legal Officer and Corporate Secretary