UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 7.01. | Regulation FD Disclosure. |
MasterBrand, Inc. (“MasterBrand”), a wholly-owned subsidiary of Fortune Brands Home & Security, Inc. (the “Company”), previously filed with the Securities and Exchange Commission (the “Commission”) Amendment Number 2 to its General Form for Registration of Securities on Form 10, which was filed with the Commission on November 22, 2022, and declared effective by the Commission on November 30, 2022 (as amended, the “Registration Statement”) relating to the distribution by the Company of all of the outstanding shares of common stock, par value $0.01 per share, of MasterBrand, to the Company’s stockholders (the “Distribution”). The Registration Statement includes an amended preliminary information statement that describes the Distribution and provides important information regarding MasterBrand’s business and management.
The final information statement, dated December 1, 2022, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The Company has made the information statement publicly available on December 1, 2022, and expects to begin mailing to its stockholders a Notice of Internet Availability of Information Statement Materials as soon as reasonably practicable, the form of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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, except as shall be expressly set forth in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Information Statement of MasterBrand, Inc., dated December 1, 2022. | |
| 99.2 | Form of Notice of Internet Availability of Information Statement Materials. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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 HOME & SECURITY, INC. | ||||||
| Date: December 1, 2022 | By: | /s/ Hiranda S. Donoghue | ||||
| Name: | Hiranda S. Donoghue | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||