Fortune Brands Innovations, Inc. 8-K

What Happened

• Fortune Brands Innovations, Inc. (FBIN) reported that at its 2026 Annual Meeting on May 5, 2026, shareholders approved two charter amendments (Proposals 4 and 5) to remove all supermajority voting provisions and to eliminate the company’s classified (staggered) board over a three‑year period. The company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 6, 2026 and the Board adopted a corresponding amendment to the Bylaws removing the supermajority voting requirement (effective May 6, 2026). Copies of the amended charter and bylaws were filed as Exhibits 3.1 and 3.2 to the 8‑K.

Key Details

• Proposal 4 (remove supermajority voting): For 102,765,813; Against 397,200; Abstain 348,837; Broker non‑votes 8,153,502.
• Proposal 5 (phase out classified board over three years): For 102,803,209; Against 330,426; Abstain 378,215; Broker non‑votes 8,153,502.
• Director elections: Three Class III directors were elected for three‑year terms — Brendan M. Foley (For 93,181,915), A.D. David Mackay (For 81,830,264; Against 21,540,293), and Stephanie L. Pugliese (For 84,384,756).
• Other votes: PricewaterhouseCoopers LLP was ratified as auditor (For 111,127,330). The advisory say‑on‑pay passed (For 75,392,504; Against 27,824,095). A separate stockholder proposal to declassify the board (advisory) recorded For 76,566,508; Against 21,392,309; Abstain 5,260,750 (the Board made no recommendation on that proposal).

Why It Matters

• These charter and bylaw changes reduce the vote thresholds needed to amend governing documents and move the company to annual director elections over a three‑year transition. That generally increases shareholder influence over board composition and governance changes.
• For investors, the filings (Exhibits 3.1 and 3.2) provide the exact legal language of the changes; the close or sizable opposing votes on certain director and advisory items may be relevant to governance and engagement considerations.