Fortune Brands Innovations (FBIN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to vote on director elections, auditor ratification, executive compensation, and a shareholder proposal to eliminate supermajority voting requirements.

• Company highlights transformation into a growth-focused, innovative leader, with significant digital expansion and operational improvements in 2024.

• 2024 financials: $4.6B net sales, $738M operating income, 16% operating margin, $668M operating cash flow, and $4.12 EPS before charges/gains.

Voting matters and shareholder proposals

• Election of three Class II directors for terms expiring in 2028.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Advisory vote on executive compensation (Say on Pay).

• Shareholder proposal to eliminate supermajority voting requirements; Board makes no recommendation.

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with an average tenure of 6.8 years and 44% women.

• Board refreshment: five new directors since 2020; robust succession planning and annual evaluations.

• Independent, non-executive chair structure; regular executive sessions and strong stock ownership guidelines.

• Proxy access bylaw allows 3% shareholders to nominate directors.