(4) | For both 2022 and 2021, fees for advisory services related to licensing an accounting research tool are included.
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Audit Committee Matters | 58 |
Approval of Audit and Non-Audit Services The Audit Committee has adopted policies and procedures for the pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm. The Audit Committee annually reviews the audit and non-audit services to be performed by the independent registered public accounting firm during the upcoming year. The Audit Committee considers, among other things, whether the provision of specific non-audit services is permissible under existing law and whether it is consistent with maintaining the auditor’s independence. The Audit Committee then approves the audit services and any permissible non-audit services it deems appropriate for the upcoming year. The Audit Committee’s pre-approval of non-audit services is specific as to the services to be provided and includes pre-set spending limits. The provision of any additional non-audit services during the year, or the provision of services in excess of pre-set spending limits, must be pre-approved by either the Audit Committee or by the Chairman of the Audit Committee, who has been delegated authority to pre-approve such services on behalf of the Audit Committee. Any pre-approvals granted by the Chairman of the Audit Committee must be reported to the full Audit Committee at its next regularly scheduled meeting. All of the fees described above under audit fees, tax fees and all other fees for 20222023 were pre-approved by the Audit Committee pursuant to its pre-approval policies and procedures. 52
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENTPROPOSAL
| Proposal 2 - Ratification of Appointment of Indpendent Registered Public Accounting Firm | 59 |
Proposal 2 – RATIFICATIONOF APPOINTMENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRatification of Appointment of Independent Registered Public Accounting Firm After evaluating PwC’s prior year performance, the Audit Committee appointed PwC as our independent registered public accounting firm for the year ending December 31, 2023.28, 2024. The Committee has retained PwC as the Company’s independent registered public accounting firm since 2011 and believes that the continued retention of PwC is in the best interest of the Company and its stockholders. Therefore, the Audit Committee and the Board recommend that you ratify this appointment. In line with this recommendation, the Board intends to introduce the following resolution at the Annual Meeting: “RESOLVED, that the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for this Company for the year ending December 31, 2023 is ratified.”
A representative of PwC will attend the Annual Meeting to make a statement if he or she desires and respond to appropriate questions that may be asked by stockholders. In the event the stockholders fail to ratify the appointment of PwC, the Audit Committee may appoint another independent registered public accounting firm or may decide to maintain its appointment of PwC. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change should be made. The Board of Directors and the Audit Committee recommend
| The Board of Directors recommends that you vote FOR Proposal 2. |
53FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation | 60 |
PROPOSAL Proposal 3 – ADVISORY VOTETO APPROVE NAMED EXECUTIVE OFFICER COMPENSATIONAdvisory Vote to Approve Named Executive Officer Compensation
As required pursuant to Section 14A of the Exchange Act, the Company is providing stockholders with a vote to approve the compensation of the named executive officers as disclosed in this Proxy Statement, on an advisory, non-binding basis, which is commonly referred to as a “Say on Pay” vote. The Board has decided the advisory vote on executive compensation will be held on an annual basis until the next non-binding stockholder vote on the frequency of the advisory vote.vote, which will occur at this Annual Meeting (see Proposal 4). Because your vote is advisory, it will not be binding on the Board. However, the Board and the Compensation Committee will review the results of the vote and consider the results when making future decisions regarding executive compensation. The Company’s compensation programs and practices are designed to pay for performance and to align management’s interests with those of the Company’s stockholders while attracting, motivating and retaining superior talent to lead our Company. Our executive compensation programs are designed to reward executives for the achievement of both short-term and long-term strategic and operational goals, as well as the creation of stockholder value. To accomplish this, the Compensation Committee has designed an executive compensation program that:
 
The Company asks that you indicate your approval of the compensation paid to our named executive officers, as described in this Proxy Statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation,” which includes the compensation tables and narratives. For the reasons discussed above, the Board intends to introduce the following resolution at the Annual Meeting: “RESOLVED, that the compensation of the named executive officers of the Company, as disclosed in the Company’s Proxy Statement for the 20232024 Annual Meeting under the headings “Compensation Discussion and Analysis” and “Executive Compensation,” including the compensation tables and their accompanying narrative discussion, is approved.” | The Board of Directors recommends that you vote FOR Proposal 3. |
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| PROPOSAL 4 – Advisory Vote to Approve the Frequency of Voting on Named Executive Officer Compensation | 61 |
Proposal 4 – Advisory Vote to Approve the Frequency of Voting on Named Executive Officer Compensation Pursuant to Section 14A of the Exchange Act, the Company is required to hold an advisory vote at least once every six years regarding the frequency with which the advisory vote to approve named executive officer compensation (“Say-on-Pay”) should be held. The Company last held such a vote at the 2018 Annual Meeting of Stockholders. After this year’s vote, it is expected that the next say-on-pay frequency vote will occur at the 2030 Annual Meeting of Stockholders. The Board of Directors recommendshas determined that you vote FOR Proposal 3. 54
PROPOSAL 4 – APPROVALOFAN AMENDMENTTOTHE RESTATED CERTIFICATEOF INCORPORATIONTO PROVIDEFOR EXCULPATIONOF OFFICERS
The Delaware General Corporation Law (the “DGCL”) was recently amended to permit Delaware companies to exculpate certain officers, in addition to their directors, for personal liability in certain actions. After careful consideration, the Board approved an amendment to our Restated Certificate of Incorporation (the “Current Certificate”) to include the exculpation of officers pursuant to these recent amendments to the DGCL, subject to approval by the Company’s shareholders.
As amended, the DGCL and our proposed amendment would only permit exculpation of officers for claims that do not involve breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a known violation of law, or any transaction in which the officer derived an improper personal benefit. In addition, the exculpation of officers would not apply to claims brought by or in the right of the corporation, such as derivative claims. If the proposed amendment is adopted, the types of claims that would be barred against certain senior officers are a subset of those claims that are already barred against directors under our Current Certificate, as permitted by the DGCL.
Officers, like directors, are exposed to a substantial risk of lawsuits or proceedings seeking to impose personal monetary liability. Officer exculpation is intended to enable our officers to exercise their business judgment in furtherance of the interests of our stockholders while minimizing the potential for distraction posed by frivolous lawsuits and costs which are often borne by the Company either directly, through indemnification, or indirectly through higher insurance premiums. Without officer exculpation,should hold the potential for such frivolous claims may impedeSay-on-Pay vote every year, which is our ability to attract and retain quality executives to work on our behalf, present barriers to our ability to accomplish our business objectives due to the diversion of management attention and result in a waste of corporate resources.
current frequency. The Board believes that eliminating personal monetary liabilityholding an annual Say-on-Pay vote is the best approach for officers under the circumstances permitted by the DGCL is reasonable and appropriate. This limitation provides the proper balance between stockholders’ interest in accountability and their interest in limiting the assertion of potentially frivolous claims for negligence. We expect that many of our peers incorporated in Delaware, with whom we compete for executive talent, will adopt exculpation clauses that limit the personal liability of officers in their Certificates of Incorporation. Although the amendment is not being proposed in response to any specific resignation, threat of resignation or refusal to serve by any officer, we believe a failure to adopt the proposed amendment could impact our recruitment and retention of exceptional officer candidates who may conclude that, without the protection of exculpation, the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company. Taking into account the limits on the type of claims for which officers’ liability would be exculpated, and the benefits the Board believes would accrue to the Company and its stockholders,enhances shareholder communication by providing shareholders with a clear, simple and timely way to express their views about the compensation decisions made each year.
Stockholders will be able to specify one of four choices for this proposal on the proxy card: one year, two years, three years or abstain. While this vote is non-binding, the Board determined that it is invalues the best interestsopinions of its shareholders and will consider the outcome of the Company and our stockholdersvote when considering the frequency of future advisory votes on executive compensation. Assuming that the option to amendhold Say-on-Pay votes every year is the Current Certificate as described herein. Atoption that receives the Annual Meeting, stockholders will be askedhighest number of votes from shareholders, the Board intends to approve and adopt the amendment to the Current Certificate. If approved by the stockholders, we plan to file the proposed amendment and restatement of the Current Certificate with the State of Delaware.
The proposed amendment to Section 8.1 of our Current Certificate is as follows, with added text underlined.
8.1 Limitation of Personal Liability. No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty ascontinue holding a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as it presently exists or may hereafter be amended from time to time. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors orSay-on-Pay vote annually.
55
| PROPOSAL 4 – APPROVALOFAN AMENDMENTTOTHE RESTATED CERTIFICATEOF INCORPORATION (CONTINUED)The Board of Directors recommends that you vote ONE YEAR for Proposal 4.
|
officersFORTUNE BRANDS INNOVATIONS, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this Section 8.1, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as it presently exists or may hereafter be amended from time to time•.2024 PROXY STATEMENT
The full text of the proposed Amended and Restated Certificate of Incorporation is included in Appendix B to this Proxy Statement.
The Board of Directors recommend that you vote FOR Proposal 4.
56
| Certain Information Regarding Security Holdings | CERTAIN INFORMATION REGARDING SECURITY HOLDINGS62 |
Certain Information Regarding Security Holdings We have listed below, as of March 178, 2023 2024 (except as otherwise indicated), the beneficial ownership of the Company’s common stockStock by (a) each currently-serving director, (b) the named executive officers, (c) currently-serving directors and executive officers of the Company as a group, and (d) each person known by us to be the beneficial owner of more than five percent of our outstanding common stock.Company Stock. The table is based on information we received from the directors and executive officers, the Trustee of our defined contribution plan and filings made with the SEC. | | | | | | | | | | Name | | Amount and
Nature of
Beneficial
Ownership(1) | | Percentage
of
Class | | | | | | | | | | BlackRock, Inc.(2) | | | 15,143,529 | | | | | 12.04 | % | The Vanguard Group(3) | | | 12,387,513 | | | | | 9.85 | % | Amit Banati | | | 5,781 | | | | * | | David V. Barry(4) | | | 24,993 | | | | * | | Amee Chande | | | 2,440 | | | | * | | Hiranda S. Donoghue | | | 16,389 | | | | * | | Irial Finan(5) | | | 13,460 | | | | * | | Nicholas I. Fink(6) | | | 630,011 | | | | * | | Sheri R. Grissom(7) | | | 186,058 | | | | * | | Ann F. Hackett(8) | | | 34,815 | | | | * | | Patrick D. Hallinan(9) | | | 339,328 | | | | * | | Susan S. Kilsby | | | 18,064 | | | | * | | A. D. David Mackay | | | 20,196 | | | | * | | John G. Morikis(10) | | | 48,843 | | | | * | | Jeffery S. Perry | | | 5,781 | | | | * | | Stephanie Pugliese | | | 2,910 | | | | * | | Cheri M. Phyfer | | | 117,290 | | | | * | | Ronald V. Waters, III(11) | | | 14,844 | | | | * | | Directors and executive officers as a group (19 persons)(12) | | | 1,242,648 | | | | * | |
| | | | | | | | | Name | | Amount and
Nature of
Beneficial
Ownership(1) | | | Percentage
of
Class | | | | | The Vanguard Group(2) | | | 14,577,112 | | | | 11.48 | % | BlackRock, Inc.(3) | | | 14,237,286 | | | | 11.21 | % | Wellington Management Group LLC(4) | | | 7,645,573 | | | | 6.02 | % | FMR, LLC(5) | | | 6,842,985 | | | | 5.38 | % | Amit Banati | | | 3,307 | | | | * | | R. David Banyard, Jr. | | | 23,247 | | | | * | | Hiranda S. Donoghue | | | 5,775 | | | | * | | Irial Finan | | | 8,637 | | | | * | | Nicholas I. Fink(6) | | | 511,530 | | | | * | | Sheri R. Grissom(7) | | | 156,797 | | | | * | | Brett E. Finley | | | 134,046 | | | | * | | Ann F. Hackett(8) | | | 37,176 | | | | * | | Patrick D. Hallinan(9) | | | 297,420 | | | | * | | Susan S. Kilsby | | | 15,590 | | | | * | | A. D. David Mackay | | | 17,722 | | | | * | | John G. Morikis(10) | | | 46,369 | | | | * | | Jeffery S. Perry | | | 3,307 | | | | * | | Stephanie Pugliese | | | 0 | | | | * | | Cheri M. Phyfer | | | 95,114 | | | | * | | David M. Thomas(11) | | | 38,042 | | | | * | | Ronald V. Waters, III(12) | | | 14,370 | | | | * | | | | | | | | | | | Directors and executive officers as a group (21 persons)(13) | | | 1,524,022 | | | | 1.20 | % |
* | * Less than 1%
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Certain Information Regarding Security Holdings | 63 |
| (1) | Includes the following number of shares with respect to which the NEOs have the right to acquire beneficial ownership within 60 days after March 17, 2023:
|
(1)Includes the following number of shares with respect to which the NEOs have the right to acquire beneficial ownership within 60 days after March 8, 2024:
| | | | | | | | | Name |
| Number
of
Shares | |
|
|
|
|
| David V. Barry |
|
| 17,515 |
|
| Hiranda S. Donoghue |
|
| 3,28010,644 |
|
| Nicholas I. Fink |
|
| 367,581462,399 |
|
| Brett E. FinleySheri R. Grissom
|
|
| 81,771119,912 |
|
| Sheri R. Grissom
| | | 101,285 | | Patrick D. Hallinan
| | | 244,836 | | Cheri M. Phyfer | | | 58,958 | |
| (2) | In a report filed by The Vanguard Group (“Vanguard”) on Schedule 13G/A filed on February 9, 2023, Vanguard disclosed that as of December 31, 2022, it and its wholly owned subsidiaries specified therein had sole voting power over no shares, shared voting power over 99,399 shares, sole dispositive power over 12,288 shares, and shared dispositive power over 284,967 shares. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
| 76,824 |
|
|
| (3) | In a report filed by BlackRock, Inc. (“BlackRock”) on Schedule 13G/A filed on January 6, 2023, BlackRock disclosed that as of December 31, 2022, it and its subsidiaries had sole voting power over 13,423,166 shares, shared voting power over no shares, sole dispositive power over 14,237,286 shares, and shared dispositive power over no shares. The principal business address of BlackRock, Inc., is 55 East 52nd Street, New York, New York, 10055.
|
57
(2)In a report filed by BlackRock, Inc. (“BlackRock”) on Schedule 13G/A filed on January 23, 2024, BlackRock disclosed that as of December 31, 2023, it and its subsidiaries had sole voting power over 14,132,607 shares, shared voting power over no shares, sole dispositive power over 15,143,529 shares, and shared dispositive power over no shares. The principal business address of BlackRock, Inc., is 50 Hudson Yards, New York, New York, 10001.
(3)In a report filed by The Vanguard Group (“Vanguard”) on Schedule 13G/A filed on February 13, 2024, Vanguard disclosed that as of December 31, 2023, it and its wholly owned subsidiaries specified therein had sole voting power over no shares, shared voting power over 81,835 shares, sole dispositive power over 12,105,451 shares, and shared dispositive power over 282,062 shares. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. (4)Includes 2,479 shares held through the Company's retirement savings plan. (5)Includes 4,823 shares which Mr. Finan has deferred until the January following the year in which he ceases to be a member of the Board pursuant to the Non-Employee Director Compensation Plan. (6)Includes 5,828 shares held by trusts for the benefit of Mr. Fink’s heirs for which Mr. Fink has a pecuniary interest and 75,298 shares held by grantor in retained annuity trusts. (7)Includes 20,851 shares which have been deferred by Ms. Grissom. (8)Includes 34,815 shares which Ms. Hackett has deferred until the January following the year in which she ceases to be a member of the Board pursuant to the Non-Employee Director Deferred Compensation Plan. (9)Reflects Mr. Hallinan's beneficial ownership of Company stock held as of the date of his retirement (March 8, 2023) and represents 52,584 shares held directly by him and indirectly by trusts controlled by him, 41,908 restricted stock units that were vested but not yet settled and 244,836 exercisable stock options that he had the right to acquire on such date. (10)Includes 5,742 shares which Mr. Morikis has deferred until the January following the year in which he ceases to be a member of the Board pursuant to the Non-Employee Director Deferred Compensation Plan. (11)Includes 12,409 shares held by a trust for which Mr. Waters’ spouse has sole investment power. (12)The table includes 1,242,648 shares of which our directors and executive officers as of March 8, 2024, as a group, had the right to acquire beneficial ownership within 60 days after March 8, 2024. Inclusion of such shares does not constitute an admission by any director or executive officer that such person is the beneficial owner of such shares.
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Frequently Asked Questions | CERTAIN INFORMATION REGARDING SECURITY HOLDINGS (CONTINUED)64 |
| (4) | In a report filed by Wellington Management Group LLP (“Wellington”) on Schedule 13G/A filed on February 6, 2023, Wellington disclosed that as of December 31, 2022, it and its wholly owned subsidiaries had sole voting power over no shares, shared voting power over 6,813,747 shares, sole dispositive power over no shares and shared dispositive power over 7,645,573 shares. The principal business address of Wellington is 280 Congress Street, Boston, Massachusetts 02210.
|
| (5) | In a report filed by FMR LLC (“FMR”) on Schedule 13G filed on February 9, 2023, FMR disclosed that as of December 31, 2022, it and its wholly owned subsidiaries specified therein had sole voting power over 818,496 shares, shared voting power over no shares, sole dispositive power over 1,005,940 shares, and shared dispositive power over no shares. The principal business address of FMR is 245 Summer Street, Boston, Massachusetts 02210. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
|
| (6) | Includes 4,292 shares held by trusts for the benefit of Mr. Fink’s heirs for which Mr. Fink has a pecuniary interest and 31,320 shares held by grantor in a retained annuity trust.
|
| (7) | Includes 16,033 shares which have been deferred by Ms. Grissom. Also includes 250 shares held by a charitable organization for which Ms. Grissom has sole investment and voting power; however, she disclaims beneficial ownership of such shares.
|
| (8) | Includes 34,815 shares which Ms. Hackett has deferred until the January following the year in which she ceases to be a member of the Board pursuant to the Non-Employee Director Deferred Compensation Plan.
|
| (9) | Includes 48,826 shares held by trusts for the benefit of Mr. Hallinan’s heirs for which Mr. Hallinan has sole investment power.
|
| (10) | Includes 5,742 shares which Mr. Morikis has deferred until the January following the year in which he ceases to be a member of the Board pursuant to the Non-Employee Director Deferred Compensation Plan.
|
| (11) | Includes 2,914 shares which Mr. Thomas has deferred until the January following the year in which he ceases to be a member of the Board pursuant to the Non-Employee Director Deferred Compensation Plan. Also includes 6,755 shares held by a charitable organization for which Mr. Thomas has sole investment and voting power; however, he disclaims beneficial ownership of such shares.
|
| (12) | Includes 12,409 shares held by a trust for which Mr. Waters’ spouse has sole investment power.
|
| (13) | The table includes 933,361 shares of which our directors and executive officers as a group had the right to acquire beneficial ownership within 60 days after March 17, 2023. Inclusion of such shares does not constitute an admission by any director or executive officer that such person is the beneficial owner of such shares.
|
58
| Frequently Asked QuestionsFREQUENTLY ASKED QUESTIONS |
Why did I receive these materials? This Proxy Statement describes the matters on which you, as a stockholder, are entitled to vote on at the Company’s Annual Meeting and gives you the information that you need to make an informed decision on these matters. Why did I receive a “Notice of Internet Availability of Proxy Materials” instead of printed proxy materials? Companies are permitted to provide stockholders with access to proxy materials over the Internet instead of mailing a printed copy. Unless we were instructed otherwise, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders. The Notice contains instructions on how to access the proxy materials on the Internet, how to vote and how to request a printed set of proxy materials. This approach reduces the environmental impact and our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting. Can I get electronic access to the proxy materials if I received printed materials? Yes. If you received printed proxy materials, you can also access them online at www.proxyvote.com before voting your shares. The Company’s proxy materials are also available on our website at https://ir.fbin.com/annual-reports-and-proxies. Stockholders are encouraged to elect to receive future proxy materials electronically. If you opt to receive our future proxy materials electronically, you will receive an email next year with instructions containing a link to view those proxy materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it or for as long as the email address provided by you is valid. Stockholders of record who wish to participate can enroll at http://enroll.icsdelivery.com/fbin. If your shares are held in an account by a bank, broker or other nominee, you should check with your bank, broker or other nominee regarding the availability of this service. What is the difference between being a stockholder of record and a beneficial owner? If your shares are registered directly in your name with EQ Shareholder Services, the Company’s transfer agent, you are the “stockholder of record.” If your shares are held in an account by a bank, broker or other nominee, you hold your shares in “street name” and are a “beneficial owner” of those shares. The majority of stockholders are beneficial owners. For such shares, a bank, broker or other nominee is considered the stockholder of record for purposes of voting at the Annual Meeting. Beneficial owners have the right to direct their bank, broker or other nominee on how to vote the shares held in their account by using the voting instructions provided by the bank, broker or other nominee. Who is entitled to vote? Only stockholders who owned the Company’s common stockCommon Stock of record at the close of business on March 17, 20238, 2024 (the “record date”) are entitled to vote. Each holder of common stockCommon Stock is entitled to one vote per share. There were 126,972,412125,701,330 shares of common stockCommon Stock outstanding on the record date. Who can attend the Annual Meeting? Only stockholders who owned Fortune Brands’ common stockCommon Stock as of the close of business on the record date, or their authorized representatives, may attend the Annual Meeting. At the entrance to the meeting, stockholders will be asked to present valid photo identification to determine stock ownership on the record date. If you are acting as a proxy, you will need to submit a valid written legal proxy signed by the owner of the common stock. Common Stock. You must bring such evidence with you to be admitted to the Annual Meeting.
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Frequently Asked Questions | 65 |
Stockholders who own their shares in “street name” will be required to submit proof of ownership at the entrance to the meeting. Either your voting instruction card or brokerage statement reflecting your stock ownership as of the record date may be used as proof of ownership. 59
| The Company actively monitors public health developments and related guidance issued by public health authorities. If it is determined that it is advisable or required, the Company may hold a virtual-only annual meeting via live webcast. If this step is taken, the Company will announce the decision to do so in advance and details on how to participate will be posted on the Company’s website and filed with the SEC as additional proxy materials.FREQUENTLY ASKED QUESTIONS (CONTINUED) |
How do I vote? If you received a Notice in the mail, you can either vote by (i) Internet (www.proxyvote.com) or (ii) in person at the Annual Meeting. Voting instructions are provided on the Notice. You may also request to receive printed proxy materials in the mail. Stockholders who received printed proxy materials in the mail can vote by (i) filling out the proxy card and returning it in the postage paid return envelope, (ii) telephone (800-690-6903), (iii) Internet (www.proxyvote.com), or (iv) in person at the Annual Meeting. Voting instructions are provided on the proxy card.card or instruction card, as applicable. Stockholders who received proxy materials electronically can vote by (i) Internet (www.proxyvote.com), (ii) telephone (800-690-6903), or (iii) in person at the Annual Meeting. The cut off for voting by Internet or telephone is 11:59 p.m. (eastern)(Eastern) on the day before the Annual Meeting. If you are a beneficial owner of our shares, you must vote by giving instructions to your bank, broker or other nominee or you may vote electronically during the Annual Meeting. You should follow the voting instructions on the form that you receive from your bank, broker or other nominee, which will include details on available voting methods. To be able to vote in person at the Annual Meeting, you must obtain a legal proxy from your bank, broker or other nominee in advance and present it to the Inspector of Election with your completed ballot at the Annual Meeting. Whether or not you plan to attend in the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described above and in the proxy materials distributed to you in connection with the Annual Meeting. How will my proxy be voted? Your proxy card, when properly signed and returned to us, or processed by telephone or via the Internet, and not revoked, will be voted in accordance with your instructions. If any matter is properly presented other than the four proposals described above, the persons named in the enclosed proxy card or, if applicable, their substitutes, will have discretion to vote your shares in their best judgment. What if I don’t mark the boxes on my proxy or voting instruction card? Unless you give other instructions on your proxy card or your voting instruction card, or unless you give other instructions when you cast your vote by telephone or the Internet, the persons named in the enclosed proxy card will vote your shares in accordance with the recommendations of the Board, which are FOR the election of each director named in Proposal 1, and FOR Proposals 2 and 3 and 4.ONE YEAR for the advisory vote on the frequency of voting on named executive officer compensation (Proposal 4).
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Frequently Asked Questions | 66 |
If you are a beneficial owner and you have not provided voting instructions, your bank, broker or other nominee is only permitted to use its discretion to vote your shares on certain routine matters (only Proposal 2 qualifies as a routine matter for this purpose). If you have not provided voting instructions to your bank, broker or other nominee on non-routine matters (Proposals 1, 3 and 4), your bank, broker or other nominee is not permitted to use its discretion to vote your shares. Therefore, we urge you to give voting instructions to your bank, broker or other nominee on all four proposals. Shares that are not permitted to be voted by your bank, broker or other nominee with respect to any matter are called “broker non-votes.” Broker non-votes are not considered votes for or against a proposal and will have no direct impact on the voting results, for Proposals 1, 2 and 3, but will have the same impact as a vote against Proposal 4. Broker non-votes will be counted for the purposes of establishing a quorum at the Annual Meeting. 60
| FREQUENTLY ASKED QUESTIONS (CONTINUED)
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How many votes are needed to approve a proposal? The nominees for director in non-contested elections must receive a majority of the votes cast at the Annual Meeting, in person or by proxy, to be elected. A proxy card marked to abstain on the election of a director and any broker non-votes will not be counted as a vote cast with respect to that director. Under the Company’s majority vote Bylaw provision relating to the election of directors, if the number of votes cast “for” a director nominee does not exceed the number of votes cast “against” the director nominee, then the director must tender his or her resignation from the Board promptly after the certification of the stockholder vote. The Board (excluding the nominee in question) will decide within 90 days of that certification, through a process managed by the NESG Committee, whether to accept the resignation. The Board’s explanation of its decision will be promptly disclosed in a filing with the SEC. The affirmative vote of shares representing a majority in voting power of the common stock,Common Stock, present in person or represented by proxy at the Annual Meeting and entitled to vote on such matter is necessary for the approval of Proposals 2 and 3. The affirmativeFor Proposal 4, stockholders may vote in favor of a majority ofholding the Company’s outstanding stock entitledvote to vote is necessary forapprove the approval ofcompensation paid to the Company's named executive officers every one year, every two years or every three years. Stockholders also have the option to abstain from voting on Proposal 4. The option that receives the highest number of votes cast by stockholders will be considered by the Board as the stockholders' recommendation as to the frequency of future advisory votes on executive compensation. Proxy cards marked to abstain on Proposals 2 3 and 43 will have the effect of a negative vote. Proxy cards marked to abstain on Proposal 4 will have no effect on the outcome. Broker non-votes are not applicable to Proposal 2 because your bank, broker or other nominee will be permitted to use discretion to vote your shares on this proposal. Broker non-votes will have no impact on Proposals 1, 3 and 3. Broker 4.non-votes will have the effect of a vote against Proposal 4. How can I revoke my proxy or change my vote? You may revoke your proxy by giving written notice to the Secretary of the Company or by delivering a later dated proxy at any time before it is actually voted. If you voted on the Internet or by telephone, you may change your vote by voting again. Your last vote is the vote that will be counted. Attendance at the virtual Annual Meeting does not revoke your proxy unless you vote at the Annual Meeting. Will my vote be public? As a matter of policy, proxies, ballots and tabulations that identify individual stockholders are not publicly disclosed but are available to the independent Inspector of Election and certain employees of the Company.
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Frequently Asked Questions | 67 |
What constitutes a quorum? The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of the issued and outstanding shares of common stockCommon Stock entitled to vote will constitute a quorum. Proxies received but marked as abstentions or without any voting instructions will be included in the calculation of the number of shares considered to be present at the Annual Meeting. Who is soliciting my proxy? Our Board is soliciting thisyour proxy. The Company will bear the expense of soliciting proxies for this Annual Meeting, including mailing costs. To ensure that there is sufficient representation at the Annual Meeting, our employees may solicit proxies by telephone, facsimile or in person. In addition, we have retained Okapi Partners LLC to provide investor response services and assist the Company in the solicitation of proxies at a solicitation fee of $20,000, plus related reasonable out-of-pocket expenses.out-of-pocket expenses. 61
| FREQUENTLY ASKED QUESTIONS (CONTINUED)
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What if I am a participant in the Fortune Brands Innovations Retirement Savings Plan or the Fortune Brands Innovations Hourly Employee Retirement Savings Plan? Participants who invest in the Fortune Brands Stock Fund through the Fortune Brands Innovations Retirement Savings Plan or the Fortune Brands Innovations Hourly Employee Retirement Savings Plan (collectively, the “Savings Plans”) were mailed a Notice. The Trustee of the Savings Plans, as record holder of the Fortune Brands common stockCommon Stock held in the Savings Plans, will vote whole shares attributable to your interest in the Fortune Brands Stock Fund in accordance with your directions. Follow the voting instructions provided in the Notice to allow the Trustee to vote the whole shares attributable to your interest in accordance with your instructions. If the Trustee does not receive timely voting instructions with respect to the voting of your shares held in the Fortune Brands Stock Fund, the Trustee will vote such shares in the same manner and in the same proportion as the shares for which the Trustee did receive voting instructions. The Trustee must receive your voting instructions by 11:59 p.m. (eastern)(Eastern) on May 11, 20232, 2024 in order to timely vote your interests in accordance with your directions. How can I eliminate multiple mailings to the same address? If you and other residents at your mailing address are registered stockholders and you receive more than one copy of the Notice, but you wish to eliminate the duplicate mailings, you must submit a written request to the Company’s transfer agent, EQ Shareowner Services. To request the elimination of duplicate copies, please write to EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120. If you and other residents at your mailing address own shares in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one Notice or one set of proxy materials for each company in which you hold stock through that broker, bank or other nominee. This practice, known as “householding,” is designed to reduce our printing and postage costs. If you did not respond, the bank, broker or other nominee will assume that you have consented and will send only one copy of the Notice to your address. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm, and your account number to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. The revocation of your consent to householding will be effective 30 days following its receipt. In any event, if you did not receive an individual copy of the Notice or proxy materials, or if you wish to receive individual copies of such documents for future meetings, we will send an individual copy to you if you call Shareholder Services at (847) 484-4538, or write to the Secretary of Fortune Brands Innovations, Inc., 520 Lake Cook Road, Deerfield, Illinois 60015.
FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Frequently Asked Questions | 68 |
How can I submit a stockholder proposal or nomination next year? Our Bylaws provide that in order for a stockholder to (i) nominate a candidate for election to our Board at the 20242025 Annual Meeting of Stockholders, other than pursuant to our proxy access bylaw (discussed below), or (ii) propose business for consideration at the 20242025 Annual Meeting of Stockholders, written notice containing the information required by the Bylaws must be delivered to the Secretary of the Company no less than 90 days nor more than 120 days before the anniversary of the prior year’s Annual Meeting, that is, after January 17, 20247, 2025 but no later than February 16, 20246, 2025 for the 20242025 Annual Meeting. To nominate a director candidate to be included in our proxy materials for the 20242025 Annual Meeting of Stockholders pursuant to our proxy access bylaw, written notice containing the information required by the Bylaws must be delivered to the Secretary of the Company no less than 120 days nor more than 150 days before the anniversary of the date the definitive proxy statement was first made available to stockholders in connection with the prior year’s Annual Meeting, that is, after November 1, 2023October 23, 2024 but no later than December 1, 2023November 22, 2024 for the 20242025 Annual Meeting. 62
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In addition to satisfying the foregoing requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than management’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 17, 2024.8, 2025. Under SEC rules, if a stockholder wishes to submit a proposal for possible inclusion in the Company’s 20242025 proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), we must receive it on or before December 1, 2023.November 22, 2024. The person presiding at the Annual Meeting is authorized to determine if a proposed matter is properly brought before the Annual Meeting or if a nomination is properly made. Copies of our Restated Certificate of Incorporation and Bylaws are available upon written request to the Secretary, Fortune Brands Innovations, Inc., 520 Lake Cook Road, Deerfield, Illinois 60015.
63FORTUNE BRANDS INNOVATIONS•2024 PROXY STATEMENT
| Appendix A | APPENDIX AA-1 |
Appendix A RECONCILATION OF DILUTED EPS FROM CONTINUING OPERATIONS BEFORE CHARGES/GAINS
| | | | | | | | Twelve Months
Ended
December 31, | | | | | 2022 | | | | | | | | | Earnings per common share (EPS) - Diluted | | | | | Diluted EPS from continuing operations before charges/gains(a) | | $ | 4.24 | | | | Restructuring and other (charges)/gains | | | (0.20 | ) | Defined benefit plan actuarial (losses)/gains | | | 0.01 | | Tax items | | | 0.06 | | | | | | | Diluted EPS from continuing operations (GAAP) | | $ | 4.11 | | | | | | | Diluted EPS from continuing operations before charges/gains(a) | | $ | 4.24 | | MasterBrand Cabinets discontinued operations through 12/14/2022 | | | 2.07 | | | | | | | Diluted EPS through the spin-off date before charges/gains | | $ | 6.31 | | Impact of MasterBrand Cabinets from 12/15/2022 to 12/25/2022 | | | 0.01 | | | | | | | Diluted EPS Fortune Brands Home & Security inclusive of MasterBrand Cabinets before charges/gains(c) | | $ | 6.32 | | | | | | | Diluted EPS Fortune Brands Home & Security inclusive of MasterBrand Cabinets before charges/gains(c) | | $ | 6.32 | | | | Diluted EPS from continuing operations before charges/gains | | $ | 4.24 | | Restructuring and other (charges)/gains | | | (0.20 | ) | Defined benefit plan actuarial (losses)/gains | | | 0.01 | | Tax items | | | 0.06 | | | | | | | Diluted EPS from continuing operations (A) (GAAP) | | $ | 4.11 | | | | Diluted EPS from discontinued operations before charges/gains(b) | | | 2.08 | | Restructuring and other (charges)/gains | | | (0.71 | ) | Defined benefit plan actuarial (losses)/gains | | | (0.01 | ) | Asset impairment charges(d) | | | (0.27 | ) | Tax items | | | 0.03 | | | | | | | Diluted EPS from discontinued operations (B) (GAAP) | | $ | 1.12 | | | | | | | Diluted EPS attributable to Fortune Brands (A + B) (GAAP) | | $ | 5.23 | | | | | | |
RECONCILATION OF DILUTED EPS FROM CONTINUING OPERATIONS BEFORE CHARGES/GAINS
For the twelve months ended December 31, 2022, the diluted EPS before charges/gains is calculated as income from continuing operations on a diluted per-share basis, excluding $35.4 million ($25.6 million after tax or $0.20 per diluted share) of restructuring and other charges/gains, the impact for actuarial gains associated with our defined benefit plans of $1.2 million ($0.9 million after tax or $0.01 per diluted share) and a tax benefit of $8.4 million ($0.06 per diluted share).
RECONCILIATION OF DILUTED EPS FOR FORTUNE BRANDS HOME & SECURITY INCLUSIVE OF MASTERBRAND CABINETS BEFORE CHARGES/GAINS
For the twelve months ended December 31, 2022, the diluted EPS for Fortune Brands Home & Security, inclusive of MasterBrand Cabinets before charges/gains, is calculated by combining income from continuing operations before charges/gains on a diluted per-share basis, to income from the discontinued MasterBrand Cabinets segment through the separation date 12/14/2022 and MasterBrands Cabinets for post-separation 12/15/2022 through 12/25/2022 on a diluted per-share basis, excluding $114.8 million ($91.3 million after tax or $0.71 per diluted
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share) of restructuring and other charges/gains and separation costs, asset impairment charges of $46.4 million ($35.1 million after tax or $0.27 per diluted share), the impact for actuarial losses associated with our defined benefit plans of $1.6 million ($1.3 million after tax or $0.01 per diluted share) and a tax benefit of $3.4 million ($0.03 per diluted share).
(a) (b) (c) (d) For definitions of Non-GAAP measures, see Definitions of Terms page
Definitions of Terms: Non-GAAP Measures
(a) Diluted earnings per share from continuing operations before charges/gains is calculated as income from continuing operations on a diluted per-share basis, excluding restructuring and other charges/gains, defined benefit plan actuarial losses/gains, and tax items. This measure is not in accordance with GAAP. Management uses this measure to evaluate the Company’s overall performance and believes it provides investors with helpful supplemental information about the Company’s underlying performance from period to period. However, this measure may not be consistent with similar measures presented by other companies.
(b) Diluted earnings per share from discontinued operations before charges/gains is calculated as income from discontinued operations on a diluted per-share basis, excluding restructuring and other charges/gains and separation costs, asset impairment charges, defined benefit plan actuarial losses/gains and tax items. This measure is not in accordance with GAAP. Management uses this measure to evaluate the discontinued operations performance and believes it provides investors with helpful supplemental information about the discontinued operations underlying performance from period to period. However, this measure may not be consistent with similar measures presented by other companies.
(c) Diluted earnings per share for Fortune Brands Home & Security, inclusive of Masterbrand Cabinets before charges/gains, is calculated by combining income from continuing operations before charges/gains on a per-share basis, to income from the discontinued Masterbrand Cabinets segment through the separation date 12/14/2022 and MasterBrands Cabinets for post-separation 12/15/2022 through 12/25/2022 on a per-share basis. This calculation excludes restructuring and other charges/gains and separation costs, defined benefit plan actuarial losses/gains, asset impairment charges and tax items. This measure is not in accordance with GAAP and is used by management to evaluate the overall performance of the Company, including the contribution of the MasterBrand Cabinets segment. Management believes this measure provides investors with helpful supplemental information about the Company’s underlying performance from period to period. However, this measure may not be consistent with similar measures presented by other companies.
(d) Asset impairment charges for the twelve months ending on December 31, 2022, represent pre-tax impairment charges of $46.4 million. These charges are related to the indefinite-lived trade names in our discontinued Cabinets segment.
Use of Non-GAAP Financial Information in Connection with Incentive Compensation The Company utilizes measures not derived in accordance with GAAP, such as Operating Margin (OM) before charges/ gains, Operating Income (OI) before charges/gains, Earnings Per Share (EPS) before charges/gains, Return on Net Tangible Assets (RONTA)Operating Income Margin Percent (OIMP) before charges/gains, Return on Invested Capital (ROIC) before charges/gains, Sales Growth Above Market (Sales), Working Capital Efficiency (WCE) and, Earnings Before Interest, Taxes, Depreciation and Amortization Margin Percent (EBITDA) before charges/gains and Return on Invested Capital before charges/gain, when determining performance results in connection with the incentive compensation programs as described in the Compensation Discussion and Analysis (“CD&A”). A-2
For purposes of calculating the 20222023 Annual Incentive Award payout, EPS, RONTA, OIOIMP and OMWCE results as set forth in the CD&A were calculated on a before charges/gains basis. EPS results were adjusted for the impact of actual foreign exchange rates versus plan foreign exchange rates. RONTA results (cumulative 12-month OI) were adjusted to exclude any restructuring and other charges and asset impairment charges,OIMP is Operating Income divided by a thirteen-point rolling average of Net Tangible Assets (Total assets less Intangible assets and Total Current Liabilities). Operating Income and Operating Margin results as set forth in the CD&A were adjusted for the impact of actual foreign exchange rates versus plan foreign exchange rates.Sales. WCE is the 13-month rolling average of Net Working Capital (Accounts Receivable and Inventory less Accounts Payable) divided by 12-month cumulative Net Sales. WINN Sales Growth Above Market was determined by calculating the percentage change in WINN’s annual sales in excess of the percentage change in the Plumbing market’s prior year sales. These figures may be different from those used by management when providing guidance or discussing Company results. These measures should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. A-3
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FORTUNE BRANDS INNOVATIONS INC.•2024 PROXY STATEMENT
a Delaware corporation
Fortune Brands Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
A. The name of the Corporation is Fortune Brands Innovations, Inc. The Corporation was originally incorporated under the name AB Hardware Inc. The Corporation’s original certificate of incorporation was filed with the office of the Secretary of State of the State of Delaware on June 9, 1988.
B. This amended and restated certificate of incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), restates and amends the provisions of the Corporation’s certificate of incorporation and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL.
C. The text of the certificate of incorporation of this Corporation is hereby amended and restated to read in its entirety as follows:
ARTICLE I
NAME
The name of the Corporation is Fortune Brands Innovations, Inc.
ARTICLE II
REGISTERED OFFICE
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19802 County of New Castle. The name of its registered agent at such address is Corporation Service Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
ARTICLE IV
CAPITAL STOCK
4.1 Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is eight hundred ten million (810,000,000) shares, consisting of seven hundred fifty million (750,000,000) shares of common stock, par value $0.01 per share (“Common Stock”), and sixty million (60,000,000) shares of preferred stock, par value $0.01 per share (“Preferred Stock”).
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4.2 Increase or Decrease in Authorized Capital Stock. The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote generally in the election of directors, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of which are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by the express terms of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Section 4.4of this Certificate of Incorporation (as defined below).
4.3 Common Stock.
(a) The holders of shares of Common Stock shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of shares of Common Stock are entitled to vote. The holders of shares of Common Stock shall not have cumulative voting rights. Except as otherwise required by law or this restated certificate of incorporation of the Corporation (as further amended from time to time in accordance with the provisions hereof and including, without limitation, the terms of any certificate of designation with respect to any series of Preferred Stock, this “Certificate of Incorporation”), and subject to the rights of the holders of Preferred Stock, if any, at any annual or special meeting of the stockholders of the Corporation, the holders of shares of Common Stock shall have the right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms, number of shares, powers, designations, preferences or relative, participating, optional or other special rights (including, without limitation, voting rights), or to qualifications, limitations or restrictions thereof, of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation or pursuant to the DGCL.
(b) Subject to the rights of the holders of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or capital stock of the Corporation) when, as and if declared thereon by the board of directors of the Corporation (the “Board”) from time to time out of any assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.
(c) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to the rights of the holders of Preferred Stock in respect thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.
4.4 Preferred Stock.
(a) The Board is expressly authorized to issue from time to time the Preferred Stock in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board. The Board is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions and to set forth in a certification of designation filed pursuant to the DGCL the powers, designations, preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, of any wholly unissued series of Preferred Stock, including, without limitation, dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including, without limitation, sinking fund provisions), redemption price or prices and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
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(b) The Board is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series of Preferred Stock, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, stated in this Certificate of Incorporation or the resolution of the Board originally fixing the number of shares of such series. If the number of shares of any series of Preferred Stock is so decreased, then the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
ARTICLE V
BOARD OF DIRECTORS
5.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board.
5.2 Number of Directors; Election; Term.
(a) The number of directors that shall constitute the entire Board shall not be less than five (5) nor more than fifteen (15). Within such limit, the number of members of the entire Board shall be fixed, from time to time, exclusively by the Board, subject to the rights of the holders of preferred stock with respect to the election of directors, if any.
(b) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, the directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The Board is authorized to assign members of the Board already in office to such classes. The term of office of the initial Class I directors shall expire upon the election of directors at the first annual meeting of stockholders following the effectiveness of this Article V; the term of office of the initial Class II directors shall expire upon the election of directors at the second annual meeting of stockholders following the effectiveness of this Article V; and the term of office of the initial Class III directors shall expire upon the election of directors at the third annual meeting of stockholders following the effectiveness of this Article V. At each annual meeting of stockholders, commencing with the first annual meeting of stockholders following the effectiveness of this Article V, each of the successors elected to replace the directors of a class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, if the number of directors that constitutes the Board is changed, any newly created directorships or decrease in directorships shall be so apportioned by the Board among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.
(c) Notwithstanding the foregoing provisions of this Section 5.2, and subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, each director shall serve until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal.
(d) Elections of directors need not be by written ballot unless the bylaws of the Corporation (as amended from time to time in accordance with the provisions hereof and thereof, the “Bylaws”) shall so provide.
(e) Notwithstanding any of the other provisions of this Article V, whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the certificate of designation for such series of
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Preferred Stock, and such directors so elected shall not be divided into classes pursuant to this Article V unless expressly provided by such terms. During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of this Article V, then upon commencement and for the duration of the period during which such right continues; (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to such provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to such provisions, whichever occurs earlier, subject to such director’s earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such series of stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate, and the total authorized number of directors of the Corporation shall be reduced accordingly.
5.3 Removal. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, a director may be removed from office by the stockholders of the Corporation only for cause.
5.4 Vacancies and Newly Created Directorships. Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, vacancies occurring on the Board for any reason and newly created directorships resulting from an increase in the number of directors may be filled only by vote of a majority of the remaining members of the Board, although less than a quorum, or by a sole remaining director, at any meeting of the Board. A person so elected by the Board to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such person shall have been assigned by the Board and until such person’s successor shall be duly elected and qualified.
ARTICLE VI
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to adopt, amend, alter or repeal the Bylaws. The Bylaws may also be adopted, amended, altered or repealed by the stockholders by the affirmative vote of the holders of at least 75% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
ARTICLE VII
STOCKHOLDERS
7.1 No Action by Written Consent of Stockholders. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent in lieu of a meeting.
7.2 Special Meetings. Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of the stockholders of the Corporation may be called only by the chairperson of the Board, the chief executive officer of the Corporation or the Board, and the ability of the stockholders to call a special meeting of the stockholders is hereby specifically denied.
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7.3 Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
8.1 Limitation of Personal Liability. No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as it presently exists or may hereafter be amended from time to time. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this Section 8.1, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as it presently exists or may hereafter be amended from time to time.
8.2 Indemnification and Advancement of Expenses. The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by the DGCL, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. A director’s right to indemnification conferred by this Section 8.2 shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition, provided that such director presents to the Corporation a written undertaking to repay such amount if it shall ultimately be determined that such director is not entitled to be indemnified by the Corporation under this Article VIII or otherwise. Notwithstanding the foregoing, except for proceedings to enforce any officer’s or director’s rights to indemnification or any director’s rights to advancement of expenses, the Corporation shall not be obligated to indemnify any director or officer, or advance expenses of any director, (or such person’s heirs, executors or personal or legal representatives) in connection with any proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board.
8.3 Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred in Section 8.2 of this Certificate of Incorporation shall neither be exclusive of, nor be deemed in limitation of, any rights to which any person may otherwise be or become entitled or permitted under this Certificate of Incorporation, the Bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise.
8.4 Insurance. To the fullest extent authorized or permitted by the DGCL, the Corporation may purchase and maintain insurance on behalf of any current or former director or officer of the Corporation against any liability asserted against such person, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VIII or otherwise.
8.5 Persons Other Than Directors and Officers. This Article VIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to, or to purchase and maintain insurance on behalf of, persons other than those persons described in the first sentence of Section 8.2 of this Certificate of Incorporation or to advance expenses to persons other than directors of the Corporation.
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8.6 Effect of Modifications. Any amendment, repeal or modification of any provision contained in this Article VIII shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors or officers) and shall not adversely affect any right or protection of any current or former director or officer of the Corporation existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring prior to such amendment, repeal or modification.
ARTICLE IX
MISCELLANEOUS
9.1 Forum for Certain Actions. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any state derivative action or proceeding brought or purporting to be brought on behalf of the Corporation, (b) any state action asserting a claim of breach of a fiduciary duty owed by any current or former director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws or (d) any action asserting a claim against the Corporation or any of its current or former directors or officers that relates to the internal affairs or governance of the Corporation and arises under or by virtue of the laws of the State of Delaware, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensible parties named as defendants therein.
9.2 Amendment. The Corporation reserves the right to amend, repeal or modify any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL; and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX. In addition to any other vote that may be required by law, applicable stock exchange rule or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal, modify or adopt any provision of this Certificate of Incorporation. Notwithstanding any other provision of this Certificate of Incorporation, and in addition to any other vote that may be required by law, applicable stock exchange rule or the terms of any series of Preferred Stock, the affirmative vote of the holders of at least 75% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, repeal, modify or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of Article V, Article VI, Article VII or this Article IX (including, without limitation, any such Article as renumbered as a result of any amendment, repeal, modification or adoption of any other Article).
9.3 Severability. If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this [16th] day of May, 2023.
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SCAN TO VIEW MATERIALS & VOTE w FORTUNE BRANDS INNOVATIONS, INC. ATTN: CORPORATE SECRETARY p520 LAKE COOK ROAD DEERFIELD, IL 60015-5611 VOTE BY INTERNET—INTERNET - www.proxyvote.com or scan the QR Barcode above ATTN: CORPORATE SECRETARY Use the Internet to transmit your voting instructions and for electronic delivery of 520 LAKE COOK ROAD information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting DEERFIELD, IL 60015-5611 date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE—PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.11717.ppp TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D99329-P88949pV32162-P07478 KEEP THIS PORTION FOR YOUR RECORDS p THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY FORTUNE BRANDS INNOVATIONS, INC. The Board of Directors recommends you vote FOR the following proposals: Proposal 1—1 - Election of Class IIII Directors: For Against Abstain 1a. Nicholas I. Fink ! ! ! 1b. A.D. David Mackay ! ! ! 1c. Stephanie Pugliese ! ! !Amee Chande p1b. Ann F. Hackett p1c. Jeffery S. Perry p For Against Abstain Proposal 2—2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023. ! ! !2024. Proposal 3—3 - Advisory vote to approve named executive officer compensation. ! ! !The Board of Directors recommends you vote 1 YEAR for proposal 4: p1 Year 2 Years p3 Years Abstain Proposal 4—Approval4 - Advisory vote to approve the frequency of an amendment to the Company’s Restated Certificate of Incorporation to provide for exculpation of officers. ! ! !voting on named executive officer compensation. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope. Note: Please sign as your name appears on the Proxy. If shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in full partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateDatep
 
ANNUAL MEETING OF STOCKHOLDERS
16, 2023
“Company”"Company") make a difference by eliminating paper proxy mailings to your home or business. With your consent, we can stop sending paper copies of Proxy Statements,
15, 20236, 2024 at 11:59 PM (EDT). For stockholders that hold shares through the Company’sCompany's 401(k) plans, the deadline to vote by telephone or Internet before the Annual Meeting is May 11, 20232, 2024 at 11:59 PM (EDT). If you vote by Internet or by telephone, you do not need to mail
D99330-P88949
16, 2023.
Mr.Messrs. Fink or Barry or Ms. Donoghue), to vote all shares of Fortune Brands Innovations, Inc. common stock on which the stockholder(s) would be entitled to vote at the Annual Meeting of Stockholders to be held on May 16, 20237, 2024 at 8:00 a.m. (CDT) on Proposals 1, 2, 3 and 4 referred to on the reverse side and described in the Proxy Statement, and on any other matters which may properly come before the meeting, with all powers the stockholder(s) would possess if personally present and at any adjournment or postponement of the Annual Meeting.
520p520 LAKE COOK ROAD
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