Fortune Brands Innovations Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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

FORTUNE BRANDS INNOVATIONS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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

Fortune Brands Innovations, Inc., (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on May 14, 2025. At the Annual Meeting, stockholders voted on the following matters: (i) the election of three director nominees to serve as Class II directors for a term of three years expiring at the 2028 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 2025; (iii) the approval, on an advisory basis, of the compensation paid to the Company's named executive officers; and (iv) an advisory vote to approve a stockholder proposal to eliminate supermajority voting requirements. The voting results for each of these proposals were as follows:

Proposal 1: The election of three Class II director nominees for a three-year term expiring at the 2028 Annual Meeting of Stockholders

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 2025

Proposal 3: An advisory vote to approve compensation paid to the Company’s named executive officers

Proposal 4: An advisory vote to approve a stockholder proposal to eliminate the supermajority voting provisions in our charter and bylaws.*

* In addition, there were 569,289 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.

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.