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 December 14, 2022 (the “Distribution Date”), Fortune Brands Home & Security, Inc., now known as Fortune Brands Innovations, Inc., (the “Company”) completed the previously announced legal and structural separation of MasterBrand, Inc. (“MasterBrand”), and the distribution of all of the outstanding shares of common stock, par value of $0.01 per share of MasterBrand, to the Company’s stockholders (the “Distribution”). Each Company stockholder received one share of MasterBrand common stock for every one share of Company common stock held by such stockholder at 5:00 p.m. Central Time, on December 2, 2022.
On December 14, 2022, in connection with the Distribution, the Company entered into several agreements with MasterBrand setting forth the principal actions taken or to be taken in connection with the Distribution and governing the relationship of the parties following the Distribution, including the following:
| • | a Separation and Distribution Agreement; |
| • | a Transition Services Agreement; |
| • | a Tax Allocation Agreement; and |
| • | an Employee Matters Agreement. |
Summaries of the material terms and conditions of each of those agreements can be found in the section entitled “Certain Relationships and Related Party Transactions – Agreements with Fortune Brands” in MasterBrand’s information statement, dated December 1, 2022 (the “Information Statement”), which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2022, and which summaries are incorporated herein by reference. The summaries of those agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Separation and Distribution Agreement, Transition Services Agreement, Tax Allocation Agreement and Employee Matters Agreement, respectively, which are attached as Exhibits 2.1, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On the Distribution Date, the Company effected the Distribution and completed the separation of MasterBrand from the Company. As a result of the Distribution, MasterBrand became an independent, publicly-traded company, and the Company retained no ownership interest in MasterBrand. The Distribution was made without the payment of any consideration from, or the exchange of any shares by, the Company’s stockholders. The information set forth under Item 1.01 above is incorporated into this Item 2.01 by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Distribution, on December 14, 2022, R. David Banyard, Jr. assumed the role of Chief Executive Officer of MasterBrand and resigned from his role as an executive officer of the Company in order to assume his new role.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year |
Name Change
On December 13, 2022, the Company filed with the Secretary of State of the State of Delaware an amendment to its Restated Certificate of Incorporation (the “Charter Amendment”) to change its corporate name from “Fortune Brands Home & Security, Inc.” to “Fortune Brands Innovations, Inc.,” effective as of 12:01 a.m. Eastern Time on December 15, 2022 (the “Company Name Change”). Additionally, the board of directors of the Company amended the Amended and Restated Bylaws (the “Bylaws Amendment”) to reflect the Company Name Change, effective as of 12:01 a.m. Eastern Time on December 15, 2022. The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03. The foregoing description of the Bylaws Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Amended and Restated Bylaws, a conformed copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
New NYSE Ticker Symbol
Effective at the open of business on December 15, 2022, the Company’s shares of common stock, par value $0.01 per share, began trading on the New York Stock Exchange under the new ticker symbol “FBIN”.
| Item 7.01. | Regulation FD Disclosure. |
On December 15, 2022, the Company issued a press release announcing the completion of the Distribution. The press release is filed 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, except as shall be expressly set forth in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (b) | Pro forma financial information |
The Company’s unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2022 and for each of the years ended December 31, 2021, 2020 and 2019, the Company’s unaudited pro forma condensed consolidated balance sheet as of September 30, 2022 and accompanying notes, is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
| (d) | Exhibits |
| * | Certain schedules and exhibits to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. |
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: December 15, 2022 | By: | /s/ Hiranda S. Donoghue | ||||
| Name: | Hiranda S. Donoghue | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||