Fortune Brands Innovations (FBIN) Proxy filing summary

Executive summary

• 2025 was marked by significant market volatility and intensified macroeconomic and geopolitical headwinds, prompting a focus on operational rigor and strategic transformation to restore profitability and long-term growth.

• The Board initiated a comprehensive CEO search, appointing David Barry as interim CEO after Nicholas Fink’s departure, and welcomed Ed Garden as a new director to bring fresh perspectives.

• Strategic initiatives included portfolio redefinition, organizational restructuring, and the consolidation of headquarters to drive collaboration and innovation.

• Despite softened near-term demand, the company maintained investment in brand building, innovation, and digital transformation, while executing cost optimization and supply chain strategies.

Voting matters and shareholder proposals

• Shareholders will vote on the election of three directors, ratification of PwC as auditor, advisory approval of executive compensation, elimination of supermajority voting, declassification of the Board, and a shareholder proposal for annual director elections.

• The Board recommends voting FOR all management proposals and makes no recommendation on the shareholder proposal for annual director elections.

Board of directors and corporate governance

• The Board consists of nine members, 100% independent, with an average tenure of 6.5 years and 44% women.

• Recent refreshment includes seven new directors since 2020 and a robust succession planning process.

• The Board is led by an independent Non-executive Chair and conducts annual evaluations and director education.

• A Cooperation Agreement with Garden Investment Management led to the appointment of Ed Garden as a director.