Fortune Brands Innovations Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of three Class III director nominees (Brendan M. Foley, A. D. David Mackay, Stephanie L. Pugliese) for three-year terms expiring at the 2029 Annual Meeting.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.

4. 4

   Approval to Eliminate Supermajority Voting Requirements

   ManagementBoard: FOR

   Approval of an Amended and Restated Certificate of Incorporation to remove supermajority voting requirements and replace them with default DGCL standards.

   More detail

   This management proposal asks shareholders to approve an amendment to the Company's Certificate of Incorporation to eliminate existing supermajority voting requirements, replacing them with the Delaware General Corporation Law default voting thresholds. Management is pursuing this change in response to a non-binding 2025 shareholder vote favoring elimination of supermajority provisions and after the Board’s consideration that removing these provisions is in shareholders’ best interests. Approval would simplify governance by aligning amendment thresholds for key charter and bylaw changes to majority vote standards, potentially reducing barriers to timely corporate action and shareholder-initiated governance reforms. The Board argues that this change increases shareholder democracy, reflects shareholder feedback, and conforms to common corporate practice, while noting the Board retains discretion to delay implementation. Voting for this proposal would allow the Company to file the Amended and Restated Certificate of Incorporation with Delaware, making corresponding bylaw amendments effective; voting against would preserve the status quo requiring 75% supermajority approval for certain charter/ bylaw amendments. The recommendation is FOR, justified by the Board’s responsiveness to shareholders and alignment with governance best practices; risks include lowering protections that could deter hostile or short-term interventions, though management believes the benefits of majority rule and alignment with DGCL outweigh such concerns.

5. 5

   Approval to Declassify the Board of Directors

   ManagementBoard: FOR

   Approval of an Amended and Restated Certificate of Incorporation to phase out the Board’s classified structure over three years, so all directors are elected annually beginning in 2029.

   More detail

   This management proposal requests shareholder approval to amend the Certificate of Incorporation to declassify the Board over a three-year transition, resulting in annual director elections beginning in 2029. Management frames the change as improving director accountability and aligning governance with shareholder preferences, noting a proponent shareholder proposal and engagement. The phased implementation mitigates disruption by staggering the transition so current directors complete portions of their terms while setting up one-year terms for upcoming elections in 2027-2029. The Board supports the amendment and recommends FOR, arguing it balances continuity and increased accountability. If approved, the amendment would also change removal standards over the transition — enabling removal without cause for directors elected to one-year terms — and the Board retains discretion regarding implementation timing. The change reduces entrenched director protection, which could make the company more responsive to shareholders but also could increase susceptibility to short-term activism; management believes the governance benefits and shareholder alignment justify the change.

6. 6

   Shareholder Proposal to Elect Each Director Annually

   Shareholder — John Chevedden

   A shareholder proposal (proponent John Chevedden) requesting the Company reorganize the Board so that each director stands for election at each annual meeting (i.e., declassify the Board), advisory in nature if presented properly.

   More detail

   This shareholder proposal, submitted by John Chevedden, seeks annual elections for all directors to enhance accountability, reduce entrenchment, and improve responsiveness to shareholder concerns. The proponent's argument emphasizes frequent evaluation of directors and majority voting to make directors more accountable. Management’s response is to make no recommendation, treating the proposal as advisory and noting that the Board has separately proposed a phased declassification (Proposal 5) to achieve the same outcome through a charter amendment. The tension centers on immediate shareholder-driven governance reform versus a Board-led, phased implementation; material considerations include the supermajority threshold for charter changes, potential effects on board stability and susceptibility to activism, and the recent shareholder engagement and cooperation agreement with Garden Investment prompting negotiated governance changes. The Board’s neutrality suggests acknowledgement of shareholder sentiment while preserving the formal amendment process and deliberative timing.

Upcoming shareholder meetings at Fortune Brands Innovations Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Fortune Brands Innovations Inc 2026 annual meeting?

Fortune Brands Innovations Inc (FBIN) holds its 2026 annual shareholder meeting on Tuesday, May 5, 2026.

What is the record date for the Fortune Brands Innovations Inc 2026 meeting?

The record date for the Fortune Brands Innovations Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Fortune Brands Innovations Inc's 2026 meeting?

The board is presenting 3 director nominees at the Fortune Brands Innovations Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Fortune Brands Innovations Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Fortune Brands Innovations Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.