8-K
filed May 7, 2026, 7:59 PM ET
ticker FBIN
CIK 0001519751
other material
confidence high
sentiment neutral
materiality 0.50
Fortune Brands shareholders approve removal of supermajority voting, board declassification
Fortune Brands Innovations, Inc.
- Shareholders approved charter amendments removing all supermajority vote provisions (99.6% for).
- Approved declassification of Board over three years; first fully declassified election expected by 2029.
- All three Class III director nominees elected: Foley, Mackay, Pugliese (majority for each).
- Advisory say-on-pay passed with 73% support; stockholder declassification proposal passed 75% (board no recommendation).
- PricewaterhouseCoopers ratified as auditor with over 99% for.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Fortune Brands Innovations, Inc.: Stockholders approved and company filed an Amended and Restated Certificate of Incorporation to eliminate the classified Board structure over a three-year period (effective 2026-05-06).
- Change
- charter amendment
- Effective
- 2026-05-06
Exact text from the filing
On May 6, 2026, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation, the form of which was included as Appendix B to the Company's definitive Proxy Statement.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Fortune Brands Innovations, Inc.: Board approved an amendment to the Bylaws to eliminate the supermajority vote requirement for shareholders to amend the Bylaws and replaced it with the default voting standard under the Delaware General Corporation Law (effective 2026-05-06).
- Change
- bylaw amendment
- Effective
- 2026-05-06
Exact text from the filing
Our Board also approved a corresponding amendment to the Bylaws to eliminate the supermajority vote requirement for shareholders to amend the Bylaws and replaced that provision with the default voting standard under the Delaware General Corporation Law, which became effective on May 6, 2026.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Fortune Brands Innovations, Inc.: Stockholders approved and company filed an Amended and Restated Certificate of Incorporation to remove all supermajority voting provisions (effective 2026-05-06).
- Change
- charter amendment
- Effective
- 2026-05-06
Exact text from the filing
On May 6, 2026, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation, the form of which was included as Appendix B to the Company's definitive Proxy Statement.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fortune Brands Innovations, Inc. shareholders approved Approval of an Amended and Restated Certificate of Incorporation to eliminate the classified Board structure over a three-year period.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 5: The approval of an Amended and Restated Certificate of Incorporation to eliminate the classified Board structure over a three-year period For Against Abstain Broker Non-Votes 102,803,209 330,426 378,215 8,153,502
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fortune Brands Innovations, Inc. shareholders approved Advisory vote to approve a stockholder proposal to declassify the Board of Directors.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
Proposal 6: An advisory vote to approve a stockholder proposal to declassify the Board of Directors* For Against Abstain Broker Non-Votes 76,566,508 21,392,309 5,260,750 8,408,850
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fortune Brands Innovations, Inc. shareholders approved Advisory vote to approve compensation paid to the Company's named executive officers.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
Proposal 3: An advisory vote to approve compensation paid to the Company’s named executive officers For Against Abstain Broker Non-Votes 75,392,504 27,824,095 295,251 8,153,502
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fortune Brands Innovations, Inc. shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026.
- Proposal
- auditor ratification
- Outcome
- passed
Exact text from the filing
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 2026 For Against Abstain 111,127,330 455,902 82,120
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fortune Brands Innovations, Inc. shareholders approved Election of three Class III director nominees for a three-year term expiring at the 2029 Annual Meeting of Stockholders.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
Proposal 1: The election of three Class III director nominees for a three-year term expiring at the 2029 Annual Meeting of Stockholders Director Nominee Name For Against Abstain Broker Non-Votes Brendan M. Foley 93,181,915 10,162,101 167,834 8,153,502 A. D. David Mackay 81,830,264 21,540,293 141,293 8,153,502 Stephanie L. Pugliese 84,384,756 18,925,390 201,704 8,153,502
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Fortune Brands Innovations, Inc. shareholders approved Approval of an Amended and Restated Certificate of Incorporation to remove all supermajority vote provisions.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Proposal 4: The approval of an Amended and Restated Certificate of Incorporation to remove all supermajority vote provisions For Against Abstain Broker Non-Votes 102,765,813 397,200 348,837 8,153,502
View on SEC.gov
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