Shareholders at Fortune Brands (FBIN) approve key Board and voting changes

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fortune Brands Innovations, Inc. reported results of its 2026 Annual Meeting of Stockholders. Shareholders elected three Class III directors to terms expiring at the 2029 annual meeting and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

Stockholders approved, on an advisory basis, the compensation paid to the company’s named executive officers. They also strongly backed amendments to the Amended and Restated Certificate of Incorporation to remove all supermajority voting provisions and to phase out the classified Board structure over three years. The Board adopted matching bylaw changes so shareholder bylaw amendments now follow the default Delaware voting standard.

Separately, stockholders passed an advisory shareholder proposal to declassify the Board of Directors. The updated Certificate of Incorporation and Bylaws became effective on May 6, 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Director votes – Brendan M. Foley: 93,181,915 for; 10,162,101 against; 167,834 abstain Auditor ratification: 111,127,330 for; 455,902 against; 82,120 abstain Say-on-pay advisory vote: 75,392,504 for; 27,824,095 against; 295,251 abstain +3 more

6 metrics

Director votes – Brendan M. Foley 93,181,915 for; 10,162,101 against; 167,834 abstain Election as Class III director to 2029; broker non-votes 8,153,502

Auditor ratification 111,127,330 for; 455,902 against; 82,120 abstain Ratification of PricewaterhouseCoopers LLP for 2026

Say-on-pay advisory vote 75,392,504 for; 27,824,095 against; 295,251 abstain Approval of named executive officer compensation; broker non-votes 8,153,502

Remove supermajority provisions 102,765,813 for; 397,200 against; 348,837 abstain Amended and Restated Certificate of Incorporation; broker non-votes 8,153,502

Eliminate classified Board structure 102,803,209 for; 330,426 against; 378,215 abstain Three-year phase-out; broker non-votes 8,153,502

Advisory declassification proposal 76,566,508 for; 21,392,309 against; 5,260,750 abstain Shareholder proposal on Board declassification; broker non-votes 8,408,850

Key Terms

supermajority vote requirement, classified Board structure, Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, +2 more

6 terms

supermajority vote requirement regulatory

"to eliminate the supermajority vote requirement for shareholders to amend the Bylaws"

classified Board structure regulatory

"to eliminate the classified Board structure over a three-year period"

Amended and Restated Certificate of Incorporation regulatory

"filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

Amended and Restated Bylaws regulatory

"a copy of the Amended and Restated Bylaws is filed as Exhibit 3.2"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

broker non-votes financial

"Brendan M. Foley | 93,181,915 | 10,162,101 | 167,834 | 8,153,502"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote regulatory

"an advisory vote to approve a stockholder proposal to declassify the Board of Directors"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Understanding 8-K Material Events →

05/07/2026 - 04:23 PM

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 05, 2026

    

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.)

1 Horizon Way Building N
Deerfield, Illinois		60015-3888
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Fortune Brands Innovations, Inc. (the “Company”) 2026 Annual Meeting of Stockholders held on May 5, 2026 (the "Annual Meeting"), the Company’s stockholders approved two separate proposals to amend the Company's Amended and Restated Certificate of Incorporation, as described in Proposals 4 and 5 of the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2026 (the "Proxy Statement"), and which had previously been approved by the Company’s Board of Directors subject to stockholder approval. 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. 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.

A copy of the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 and a copy of the Amended and Restated Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and each are incorporated by reference in this Item 5.03.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, stockholders voted on the following matters: (i) the election of three director nominees to serve as Class III directors for a term of three years expiring at the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2026; (iii) the approval, on an advisory basis, of the compensation paid to the Company's named executive officers; (iv) the approval of an Amended and Restated Certificate of Incorporation to remove all supermajority voting provisions; (v) the approval of an Amended and Restated Certificate of Incorporation to eliminate the classified Board structure over a three-year period; and (vi) an advisory vote to approve a stockholder proposal to declassify the Board of Directors. The voting results for each of these proposals were as follows:

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

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

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

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

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

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

* In addition, there were 36,935 shares present, represented by proxy and entitled to vote on this proposal for which no voting directions were indicated. As our Board of Directors elected to make no recommendation with respect to this proposal, the proxyholders did not vote these shares on this proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of Fortune Brands Innovations, Inc., effective May 6, 2026.
3.2		Amended and Restated Bylaws of Fortune Brands Innovations, Inc., effective May 6, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 7, 2026	By:	/s/ Hiranda S. Donoghue
			Hiranda S. Donoghue Executive Vice President, Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Fortune Brands Innovations (FBIN) shareholders approve?

Shareholders approved amendments removing all supermajority vote provisions and beginning to eliminate the classified Board structure over three years, aligning governance with a simple majority standard and gradually moving to annual director elections.

Which directors were elected at the 2026 Fortune Brands (FBIN) annual meeting?

Shareholders elected Brendan M. Foley, A. D. David Mackay, and Stephanie L. Pugliese as Class III directors. Each will serve a three-year term expiring at the 2029 annual meeting, continuing the company’s staggered Board during the transition period.

Did Fortune Brands Innovations (FBIN) shareholders approve executive compensation?

Yes. In an advisory vote, shareholders approved compensation for the company’s named executive officers, with 75,392,504 votes for, 27,824,095 against, and 295,251 abstentions, plus 8,153,502 broker non-votes recorded on the proposal.

Was the auditor ratified at the Fortune Brands (FBIN) 2026 meeting?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 111,127,330 votes for, 455,902 against, and 82,120 abstentions, indicating strong support for continuing with the same audit firm.

How did Fortune Brands (FBIN) shareholders vote on declassifying the Board?

An advisory shareholder proposal to declassify the Board of Directors passed, receiving 76,566,508 votes for, 21,392,309 against, and 5,260,750 abstentions, in addition to 8,408,850 broker non-votes and 36,935 shares present without voting directions.

When did Fortune Brands’ amended charter and bylaws become effective?

The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Fortune Brands Innovations, Inc. became effective on May 6, 2026, following shareholder approval and filing with the Delaware Secretary of State.

Filing Exhibits & Attachments

3 documents