Corporate GovernanceMay 7, 2026, 04:35 PM
Fortune Brands Stockholders Approve Governance Changes, Board Declassification
AI Summary
Fortune Brands Innovations, Inc. announced that at its 2026 Annual Meeting of Stockholders, shareholders approved significant amendments to the company's Amended and Restated Certificate of Incorporation. These amendments include the removal of all supermajority voting provisions and the elimination of the classified Board structure over a three-year period. The company also filed an Amended and Restated Certificate of Incorporation and Bylaws to reflect these changes. Additionally, stockholders elected three Class III directors, ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor, and approved, on an advisory basis, the compensation paid to named executive officers.
Key Highlights
- Stockholders approved amendments to remove all supermajority voting provisions with 102,765,813 votes For.
- Stockholders approved amendments to eliminate the classified Board structure over a three-year period with 102,803,209 votes For.
- Brendan M. Foley, A. D. David Mackay, and Stephanie L. Pugliese were elected as Class III directors.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2026 with 111,127,330 votes For.
- Advisory vote to approve compensation paid to named executive officers passed with 75,392,504 votes For.
- An advisory stockholder proposal to declassify the Board of Directors also passed with 76,566,508 votes For.
Price Impact
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