--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-023291" form_type: "8-K" ticker: "FBIN" cik: "0001519751" company_name: "Fortune Brands Innovations, Inc." filed_at: "2023-05-19T23:59:59+00:00" generated_at: "2026-06-14T19:43:42.179065+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Stockholders approve officer exculpation amendment, elect three Class III directors at 2023 annual meeting ## Summary - Proposal 4 (officer exculpation) approved with ~84.5M for, ~20.0M against. - Class III directors elected: Nicholas I. Fink, A. D. David Mackay, Stephanie Pugliese. - Ratification of PwC as auditor approved with ~112.0M for. - Advisory vote on executive compensation approved with ~95.7M for. - Amended Certificate of Incorporation filed with Delaware Secretary of State effective May 16, 2023. ## SEC filing metadata - accession: 0000950170-23-023291 - form_type: 8-K - ticker: FBIN - cik: 0001519751 - company_name: Fortune Brands Innovations, Inc. - filed_at: 2023-05-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1519751/000095017023023291/0000950170-23-023291-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1519751/000095017023023291/fbhs-20230516.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-023291 - JSON: https://secwatch.observer/filing/0000950170-23-023291.json - Plain text: https://secwatch.observer/filing/0000950170-23-023291.txt ## Key facts - Governance Changes Fortune Brands Innovations, Inc.: Approved amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation (effective 2023-05-16). - Change: charter amendment - Effective: 2023-05-16 source text: At the Fortune Brands Innovations, Inc. (the “Company”) 2023 Annual Meeting of Stockholders held on May 16, 2023, the Company’s stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as described in Proposal 4 of the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 202 (the "Proxy Statement"), and which had previously been approved by the Company’s Board of Directors subject to stockholder approval. evidence_url: https://www.sec.gov/Archives/edgar/data/1519751/000095017023023291/0000950170-23-023291-index.htm - Shareholder Votes Fortune Brands Innovations, Inc. shareholders approved Election of three Class III director nominees for a three-year term expiring at the 2026 Annual Meeting of Stockholders at the 2023-05-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-16 source text: Proposal 1: The election of three Class III director nominees for a three-year term expiring at the 2026 Annual Meeting of Stockholders Director Nominee Name For Against Abstain Broker Non-Votes Nicholas I. Fink 103,077,180 2,000,582 185,027 8,660,512 A. D. David Mackay 96,927,765 8,151,869 183,155 8,660,512 Stephanie Pugliese 104,780,004 271,452 211,333 8,660,512 evidence_url: https://www.sec.gov/Archives/edgar/data/1519751/000095017023023291/0000950170-23-023291-index.htm - Shareholder Votes Fortune Brands Innovations, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023 at the 2023-05-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-16 source text: 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 2023 For Against Abstain 111,974,035 1,778,947 170,319 evidence_url: https://www.sec.gov/Archives/edgar/data/1519751/000095017023023291/0000950170-23-023291-index.htm - Shareholder Votes Fortune Brands Innovations, Inc. shareholders approved Approval of an amendment to the Company's Restated Certificate of Incorporation to provide for officer exculpation at the 2023-05-16 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-16 source text: Proposal 4: The approval of an amendment to the Company's Restated Certificate of Incorporation to provide for officer exculpation For Against Abstain Broker Non-Votes 84,525,532 19,966,484 770,773 8,660,512 evidence_url: https://www.sec.gov/Archives/edgar/data/1519751/000095017023023291/0000950170-23-023291-index.htm - Shareholder Votes Fortune Brands Innovations, Inc. shareholders approved Advisory vote to approve compensation paid to the Company's named executive officers at the 2023-05-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-16 source text: Proposal 3: An advisory vote to approve compensation paid to the Company’s named executive officers For Against Abstain Broker Non-Votes 95,694,770 9,229,026 338,993 8,660,512 evidence_url: https://www.sec.gov/Archives/edgar/data/1519751/000095017023023291/0000950170-23-023291-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.