Fortune Brands Innovations Files Proxy Materials

TL;DR

FBIN just dropped more proxy docs, likely for shareholder votes.

AI Summary

Fortune Brands Innovations, Inc. filed a DEFA14A on April 24, 2024, which is a definitive additional material filing related to its proxy statement. The company, formerly known as Fortune Brands Home & Security, Inc., is headquartered in Deerfield, IL, and operates in the Millwood, Veneer, Plywood & Structural Wood Members industry.

Why It Matters

This filing indicates that Fortune Brands Innovations is providing additional materials to shareholders, likely related to upcoming shareholder meetings or votes, which is a standard part of corporate governance.

Risk Assessment

Risk Level: low — This is a routine SEC filing (DEFA14A) for additional proxy materials, not indicating any immediate financial distress or significant corporate event.

Key Players & Entities

• Fortune Brands Innovations, Inc. (company) — Registrant
• Fortune Brands Home & Security, Inc. (company) — Former Company Name
• DEFA14A (document) — Filing Type
• 0000950170-24-047703 (accession_number) — SEC Filing Identifier

FAQ

Key Financial Figures

• $50 million — ncy and reducing costs by approximately $50 million. Acquiring the U.S. and Canada Yale a
• $3.60 — e charges / gains to be in the range of $3.60 to $3.80, and stated the Company was pr
• $3 — / gains to be in the range of $3.60 to $3.80, and stated the Company was prioriti
• $3.70 — clining market outlook. The target of $3.70 for Adjusted EPS that the Compensation
• $3.17 — 2024, we announced our full-year EPS of $3.17 and EPS before charges / gains of $3.91
• $32.5 million — on a diluted per-share basis, excluding $32.5 million ($24.8 million after tax or $0.20 per d
• $24.8 million — r-share basis, excluding $32.5 million ($24.8 million after tax or $0.20 per diluted share) o
• $0.20 — 2.5 million ($24.8 million after tax or $0.20 per diluted share) of restructuring cha
• $23.3 million — iluted share) of restructuring charges, $23.3 million ($17.0 million after tax or $0.13 per d
• $17.0 million — f restructuring charges, $23.3 million ($17.0 million after tax or $0.13 per diluted share) o
• $0.13 — 3.3 million ($17.0 million after tax or $0.13 per diluted share) of other charges/gai
• $18.7 million — diluted share) of other charges/gains, $18.7 million ($15.1 million after tax or $0.12 per d
• $15.1 million — of other charges/gains, $18.7 million ($15.1 million after tax or $0.12 per diluted share) o
• $0.12 — 8.7 million ($15.1 million after tax or $0.12 per diluted share) of expenses directly
• $2.7 million — rectly related to our ASSA transaction, $2.7 million ($2.0 million after tax or $0.02 per di

Filing Documents

• fbin-20240424.htm (DEFA14A) — 75KB
• img17098162_0.jpg (GRAPHIC) — 35KB
• img17098162_1.jpg (GRAPHIC) — 5KB
• img17098162_2.jpg (GRAPHIC) — 2KB
• 0000950170-24-047703.txt ( ) — 237KB
• fbin-20240424.xsd (EX-101.SCH) — 7KB
• fbin-20240424_htm.xml (XML) — 1KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14 A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 FORTUNE BRANDS INNOVATIONS, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11 Fortune Brands Innovations, Inc. 520 Lake Cook Road, Suite 300 Deerfield, IL 60015 847-484-4400 FBIN.com April 24, 2024 Fortune Brands Innovations Stockholder, On behalf of the Compensation Committee of the Board of Directors of Fortune Brands Innovations, Inc. ("Fortune Brands" or the "Company"), we are writing to provide additional information to supplement the information contained in our Proxy Statement for the upcoming 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 22, 2024 ("Proxy Statement"). Specifically, we would like to provide additional context around 2023 compensation decisions made in connection with our named executive officers, including our Chief Executive Officer, Nicholas Fink. Recent Transformation As reflected in our Proxy Statement, our Company executed multiple transformative actions during 2022 and 2023, including: Separating the Company's Cabinets business and re-introducing the Company as Fortune Brands Innovations, Inc., a brand, innovation and channel leader. Reorganizing the business from a decentralized structure to a more aligned, centralized organization designed to drive growth while increasing efficiency and reducing costs by approximately $50 million. Acquiring the U.S. and Canada Yale and August smart residential and Emtek and Schaub luxury hardware businesses after successful settlement with the Department of Justice. Further investing in our connected products transformation, including our first-to-market whole-home smart leak detection system. Importantly, the strategic decision to separate the Cabinets business (the "Separation") resulted in significant stockholder value. Since the Separation, the combined total shareholder return of both companies outperformed our Company-disclosed peer group, which we thoughtfully selected for their focus on brands and innovation, for their own recent or ongoing transformation, and for their similar financial profile to the Company post-Separation. We believe our strategic accomplishments have benefited our stockholders, the Company, and our associates. 2023 Annual Incentive Plan (AIP) Targets were Appropriately Aligned with our Newly Transformed Company First, Fortune Brands' Compensation Committee set AIP targets that were aligned with overall Company financial guidance. In February 2023, we issued our full-year 2023 guidance for EPS before charges / gains to be in the range of $3.60 to $3.80, and stated the Company was prioritizing market-beating sales results, margin preservation and cash generation against an expected declining market outlook. The target of $3.70 for Adjusted EPS that the Compensation Committee set for the 2023 AIP was in line with the February 2023 issued guidance range. During the year, the Company raised its 2023 EPS guidance twice, reflecting the Company's operational outperformance, as well as the impact of share repurchases. In January 2024, we announced our full-year EPS of $3.17 and EPS before charges / gains of $3.91, beating our upwardly revised 2023 guidance. As noted in the Proxy Statement, this is the same result reported under the achievement for determining AIP payouts. Our 2023 AIP rewarded performance, as the Company's 2023 EPS significantly beat both the Company's revised guidance and its AIP EPS target. Second, the AIP targets utilized by the Compensation Committee also reflected the Company's new size , as the Cabinets business represented approximately 40% of the Company's 2022 net sales. The Compensation Committee's decision to set AIP targets lower than 2022 was made to reflect the impact of the Separation on the Company's EPS. Finally, the 2023 AIP achievement of 121.4% of target recognized the exceptional work and leadership that the executive team, including the CEO, demonstrated during 2023, which included significant work to leverage the newly centralized organizational structure, and aligns with the overall Company results. Our 2023 strong free cash flow performance, with a cash conversion of over 200%, correlates with ou

View Full Filing

View this DEFA14A filing on SEC EDGAR