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
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Date of Report (Date of earliest event reported): May 13, 2025 |
FORTUNE BRANDS INNOVATIONS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
1-35166 |
62-1411546 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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520 Lake Cook Road |
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Deerfield, Illinois |
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60015-5611 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share |
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FBIN |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2025, the Board of Directors (the "Board") of Fortune Brands Innovations, Inc. (the "Company") approved an increase in the size of the Board from nine to ten directors and elected Brendan Foley as a Class III member of the Board, each effective July 1, 2025. Mr. Foley will serve on the Board for a term continuing until the Company’s 2026 Annual Meeting of Stockholders. Mr. Foley's committee appointments will be determined on a subsequent date.
The Board determined that Mr. Foley is independent under the rules of the New York Stock Exchange. There are no arrangements or understandings between Mr. Foley and any other persons regarding his appointment to the Board. There are no family relationships between Mr. Foley and any director or executive officer and Mr. Foley is not a party to any transactions with the Company for which disclosure is required under Item 404(a) of Regulation S-K. Mr. Foley 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 May 14, 2025, the Company issued a press release announcing Foley’s election to the Board. The press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K and is incorporated herein by reference under this Item 7.01.
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 Securities Exchange Act of 1934 (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
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.
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FORTUNE BRANDS INNOVATIONS, INC. |
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Date: |
May 14, 2025 |
By: |
/s/ Hiranda S. Donoghue |
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Hiranda S. Donoghue
Executive Vice President, Chief Legal Officer and
Corporate Secretary |