Leadership and board shake-up at Fortune Brands (NYSE: FBIN) after activist deal
Rhea-AI Filing Summary
Fortune Brands Innovations entered a Cooperation Agreement with Garden Investment Management and appointed Ed Garden as an independent Class I director, effective March 16, 2026, joining the Nominating and Governance and Compensation Committees. Garden Investments agreed to standstill, non-disparagement and voting commitments, including withdrawing its director nominees for the 2026 annual meeting.
The company plans to seek shareholder approval at the 2026 meeting to begin eliminating its classified board structure. Separately, Fortune Brands launched a comprehensive CEO search as Amit Banati steps aside, naming former CFO David Barry as Interim CEO. Chief Financial Officer Jonathan Baksht has stepped down, with Ashley George appointed Interim CFO.
Positive
- None.
Negative
- Concurrent CEO and CFO transitions: Amit Banati is stepping aside as CEO while a comprehensive search is conducted, and CFO Jonathan Baksht has stepped down effective immediately, creating near-term leadership uncertainty despite interim appointments.
Insights
Fortune Brands pairs activist settlement with major leadership changes.
Fortune Brands reached a Cooperation Agreement with Garden Investment Management that adds activist investor Ed Garden to the board, imposes customary standstill and voting commitments, and includes a plan to seek shareholder approval to declassify the board beginning at the 2026 annual meeting.
At the same time, the company is initiating a comprehensive CEO search as Amit Banati steps aside, with former CFO David Barry serving as Interim CEO. The Chief Financial Officer also changed, with Jonathan Baksht stepping down and Ashley George becoming Interim CFO. The company states these leadership updates are not due to disagreements on operations, finances, or accounting.
The combination of activist involvement, impending board declassification and simultaneous CEO and CFO transitions introduces meaningful governance and leadership change. Management indicated it anticipates providing an updated full-year 2026 outlook on the first-quarter earnings call, which will help frame how the new leadership team views strategic and financial priorities.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 16, 2026, Fortune Brands Innovations, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Garden Investment Management, L.P. (“GI”).
Pursuant to the Cooperation Agreement, the Board of Directors of the Company (the “Board”) has appointed Ed Garden (the “New Director”) as a Class I director, effective March 16, 2026, with an initial term expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”). The New Director will join the Nominating and Governance Committee and the Compensation Committee of the Board. Under the terms of the Cooperation Agreement, GI has agreed to abide by customary standstill restrictions (subject to certain exceptions set forth therein) from the date of the Agreement until the earlier to occur of (a) the Company’s delivery of a slate notice that does not state that the New Director will be included on the Company’s slate of nominees for the 2027 Annual Meeting, (b) the date that is 45 days prior to the advance notice deadline for stockholders to submit non proxy access stockholder director nominations under the Company’s bylaws for the 2027 Annual Meeting (the “2027 Nomination Window”) and (c) the date that the New Director ceases to be a member of the Board (such period, the “Standstill Period”). However, to the extent the Mr. Garden resigns from the Board, certain standstill restrictions will remain in place, including those restrictions that prohibit running a proxy contest, engaging in any “withhold” or similar campaign, accumulating shares of the Company above 9.9% and making an extraordinary proposal until the 2027 Nomination Window.
Under the Cooperation Agreement, GI has also agreed to withdraw its nominees for the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”) and to abide by mutual non-disparagement provisions and certain voting commitments with respect to the 2026 Annual Meeting, including (subject to the terms set forth in the Cooperation Agreement) supporting each director nominated and recommended by the Board for election.
The Cooperation Agreement further provides that, if Mr. Garden is unable to serve due to death, disability or incapacity before the 2026 Annual Meeting, the Company and GI will cooperate to identify and mutually agree to a replacement director for Mr. Garden, subject to GI maintaining a “net long position” (as defined in Rule 14e-4 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) at or above 2% of the outstanding shares of the Company’s common stock.
Pursuant to the Cooperation Agreement, the Company has agreed to seek stockholder approval, at the 2026 Annual Meeting, to amend the Company’s Amended & Restated Certificate of Incorporation to provide for the phased-in declassification of the Board.
The foregoing description is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
Pursuant to the Cooperation Agreement, effective as of March 16, 2026, the New Director was appointed to the Board, with an initial term expiring at the 2027 Annual Meeting. The Board has affirmatively determined that the New Director is “independent” under the rules of the New York Stock Exchange and the rules and regulations of the Exchange Act.
There are no arrangements or understandings between the New Director and any other person pursuant to which the New Director was appointed as a director other than with respect to the matters referred to in Item 1.01. There are no family relationships between the New Director and any director or executive officer and there are no transactions in which any of the New Director has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act. The New Director will participate in the compensation program for non-employee directors described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 31, 2025.
| Item 7.01. | Regulation FD Disclosure. |
On March 16, 2026, the Company issued a press release announcing the Company’s entry into the Cooperation Agreement and related matters described in Item 1.01. A copy of the press release is attached as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.1 | Cooperation Agreement, dated as of March 16, 2026, by and between the Company and Garden Investment Management, L.P. | |
| 99.1 | Press release issued by the Company on March 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| Date: March 16, 2026 | FORTUNE BRANDS INNOVATIONS, INC. | |||||
| (Registrant) | ||||||
| By: | /s/ Hiranda Donoghue | |||||
| Name: | Hiranda Donoghue | |||||
| Title: | EVP, Chief Legal Officer and Corporate Secretary | |||||
Exhibit 99.1
Fortune Brands Announces Governance and Leadership Updates
Company Initiates Comprehensive CEO Search Process
David Barry Appointed Interim CEO
Ed Garden Appointed to Board of Directors
Company to Include Proposal in Proxy Statement to Eliminate Classification of the Board
DEERFIELD, Ill. – March 16, 2026 – Fortune Brands Innovations, Inc. (NYSE: FBIN or “Fortune Brands” or the “Company”), today announced a series of governance and leadership updates:
| • | The Board has launched a comprehensive search process, with the assistance of a leading executive search firm, to identify the Company’s next Chief Executive Officer; |
| • | Amit Banati has decided to step aside and will no longer assume the role of CEO in May. He has also stepped down from the Board; |
| • | David Barry, President of Security and Connected Products, has been appointed to serve as Interim CEO, effective immediately. Nicholas Fink has accelerated his planned departure from the Company; and |
| • | The Board has appointed Ed Garden, Founding Partner and CEO of Garden Investments, as a director in connection with a cooperation agreement entered into with Garden Investments (the “Cooperation Agreement”). Mr. Garden will join the Board’s Compensation Committee and Nominating and Governance Committee. |
Leadership Transition
“I want to thank Amit. The Board asked him to step in as CEO and use his proven skills and familiarity with Fortune Brands to accelerate change. In dialogue with certain shareholders, we have now decided to commence a comprehensive search process, with the assistance of a leading executive search firm to identify the next CEO of Fortune Brands, and Amit has decided to step aside. We greatly appreciate Amit for all he has done for Fortune Brands over the past six years — his commitment to serving shareholders has never wavered. He is an incredible leader and operator, and we wish him all the best,” said Susan Saltzbart Kilsby, Chair of the Board of Fortune Brands.
“In the interim period, Dave Barry, who was CFO until 2025 and more recently served as President of Security and Connected Products, will help guide us forward and maintain the continuity we need to continue to deliver for our customers and all of our stakeholders. Dave has been at the Company for over a decade in a variety of roles and he is the ideal executive to lead us through this interim period.”
Mr. Banati said, “My time on the Fortune Brands Board has given me a deep appreciation for the strength of this Company and the talented people across the organization who are dedicated to high quality products and superior customer service. I wish the Fortune Brands Board, management and employees all the best moving forward.”
Board and Governance Updates
Ms. Kilsby continued, “We welcome Ed Garden to the Board and look forward to working together as the Board elects its new CEO and helps Fortune Brands sharpen its operational focus and build on the foundation already in place. We are confident that his expertise will be a valuable addition to the Board as we continue driving transformation across the business while navigating the headwinds affecting the industry.”
Ed Garden, Founding Partner and CEO of Garden Investments, said, “Fortune Brands is a company with incredible brands, advantaged market positions, and significant long-term potential. I’ve appreciated the constructive dialogue with the Board and it is clear that we share a common goal of delivering stronger performance and unlocking substantial value for all shareholders.”
The proxy statement will contain a Company proposal that shareholders approve amendments to the Company’s Amended and Restated Certificate of Incorporation to eliminate the classification of the Board of Directors.
The Cooperation Agreement with Garden Investments will be filed in a Current Report on Form 8-K with the U.S. Securities and Exchange Commission.
CFO Transition
Jonathan Baksht, Chief Financial Officer, has stepped down, effective immediately. Ashley George, the Company’s SVP of Finance and Business Unit CFO, has been appointed to serve as Interim CFO until a permanent successor is identified.
Ms. Kilsby concluded, “I would also like to thank Jon for his contributions to Fortune Brands. Ashley has extensive experience across our Company’s financial operations, including overseeing FP&A, supply chain functions and commercial functions, and will bring a deep understanding of our global business as Interim CFO.”
Full-Year 2026 Outlook
As Mr. Barry and the management team continue to review the business, it is anticipated that management will provide an update on the Company’s full-year 2026 outlook on the first quarter earnings call. While macroeconomic and geopolitical headwinds have intensified, the financial and operational fundamentals of Fortune Brands remain strong, and the Company is well positioned to capitalize on the opportunities ahead as the industry recovers.
Today’s leadership updates are not the result of any disagreements with the Company on any matter relating to the Company’s operations, finances, policies, or practices, including accounting principles and financial disclosures.
Advisors
Goldman Sachs & Co. LLC, Jefferies LLC and Consello are serving as financial advisors to Fortune Brands. Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Collected Strategies is serving as strategic communications advisor.
LDG Advisory is serving as strategic advisor, and Willkie Farr & Gallagher LLP is serving as legal advisor to Garden Investments.
About Fortune Brands Innovations
Fortune Brands Innovations, Inc. (NYSE: FBIN) is an industry-leading home, security and digital products company whose purpose is to elevate every life by transforming spaces into havens. The Company makes innovative products for residential and commercial environments, with a growing focus on digital solutions and products that add luxury, contribute to safety and enhance sustainability. The Company’s trusted brands include Moen, House of Rohl, Aqualisa, SpringWell, Therma-Tru, Larson, Fiberon, Master Lock, SentrySafe and Yale residential. Learn more at www.fbin.com.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations for our business, operations, financial performance or financial condition, including any earnings guidance or projections of the Company, projected revenue or expense synergies, in addition to statements regarding expected impacts from organizational and leadership changes, our expectations for the markets in which we operate, general business strategies, the market potential of our brands, and other matters that are not historical in nature. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “outlook,”
“positioned,” “confident,” “opportunity,” “focus,” “on track” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on current expectations, estimates, assumptions and projections of our management about our industry, business and future financial results, available at the time this press release is issued. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These and other factors are discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 27, 2025 and our other filings with the Securities and Exchange Commission. We undertake no obligation to, and expressly disclaim any such obligation to, update or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or changes to future results over time or otherwise, except as required by law.
Investor Contact
Curt Worthington
Investor.Questions@fbin.com
Media Contact
Dan Moore / Nick Lamplough
Collected Strategies
FBIN-CS@collectedstrategies.com
FAQ
What governance changes did Fortune Brands Innovations (FBIN) announce in this 8-K?
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