8-K
Fortune Brands Innovations, Inc. (FBIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 13, 2020
Fortune Brands Home & Security, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-35166 | 62-1411546 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer <br>Identification No.) |
520 Lake Cook Road
Deerfield, IL 60015
(Address of Principal Executive Offices) (Zip Code)
847-484-4400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | FBHS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d)On July 13, 2020, the Board of Directors of the Company increased the size of the Board from nine to ten directors and elected Amit Banati as a Class II member of the Board, each effective on September 21, 2020. Mr. Banati will serve on the Board for a term continuing until the Company’s 2022 Annual Meeting of Stockholders. Mr. Banati’s committee appointments will be determined at a subsequent date.
The Board determined that Mr. Banati is independent under the rules of the New York Stock Exchange and the Company’s Corporate Governance Principles. There are no arrangements or understandings between Mr. Banati and any other persons regarding his appointment to the Board of Directors. Mr. Banati will participate in the compensation program for non-employee directors described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 19, 2020.
Mr. Banati has served as Senior Vice President and Chief Financial Officer of Kellogg Company, a packaged foods manufacturer, from July 2019 to present. From March 2011 until the time of his promotion to Chief Financial Officer, he served as President - Asia Pacific, Middle East and Africa of Kellogg Company. Prior to joining Kellogg Company, Mr. Banati held various management, financial and strategic leadership roles at several major consumer products companies, including Mondelez, Cadbury Schweppes and Procter & Gamble. He holds a BA in Commerce from St. Xavier’s College in Calcutta and an MBA from the Indian Institute of Management in Lucknow.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits | |
|---|---|---|
| Exhibit No. | Description | |
| 99.1 | Press release dated July 13, 2020, issued by Fortune Brands Home & Security, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FORTUNE BRANDS HOME & SECURITY, INC.
(Registrant)
| By:/s/Robert K. Biggart<br>Name:Robert K. Biggart |
|---|
| Title:Senior Vice President, General Counsel and Secretary |
| --- |
Date: July 14, 2020
fbhs-ex991_25.htm
EXHIBIT 99.1
INVESTOR and MEDIA CONTACT:
Matthew Skelly 847-484-4573
Investor.Questions@fbhs.com
FORTUNE BRANDS ELECTS AMIT BANATI TO BOARD OF DIRECTORS
DEERFIELD, Ill. – July 13, 2020 – Fortune Brands Home & Security, Inc. (NYSE: FBHS), an industry-leading home and security products company, announced today that it has elected Amit Banati to its Board of Directors, effective September 21, 2020.
“We are excited to welcome Mr. Banati to Fortune Brands’ Board of Directors. His deep financial acumen, general management and operations background and significant experience in the Asia Pacific region will be an asset to our business,” said Chris Klein, Executive Chairman, Fortune Brands. “Mr. Banati’s expertise and insights will further support our focus on driving shareholder value as we continue to grow.”
Mr. Banati is the Senior Vice President and Chief Financial Officer at Kellogg Company, a $13 billion global organization. Prior to becoming CFO, he was Kellogg’s President for Asia Pacific, Middle East and Africa. Before joining Kellogg Company in 2011, Mr. Banati held management, financial and strategic leadership roles at several major consumer products companies, including Mondelez, Cadbury Schweppes and Procter & Gamble. He holds a BA in Commerce from St. Xavier’s College in Calcutta, and an MBA from the Indian Institute of Management in Lucknow.
“Throughout his impressive career, Mr. Banati has demonstrated his ability to provide strategic direction, especially in dynamic situations,” said David Thomas, Lead Independent Director, Fortune Brands. “His perspective will be especially valuable as we continue to position our company for long-term success.”
About Fortune Brands
Fortune Brands Home & Security, Inc. (NYSE: FBHS), headquartered in Deerfield, IL., creates products and services that fulfill the dreams of home. The Company's operating segments are Plumbing, Cabinets, and Doors & Security. Its trusted brands include Moen, Riobel, Perrin & Rowe, Shaws, Victoria + Albert and Rohl under the Global Plumbing Group (GPG); more than a dozen core brands under MasterBrand Cabinets; Therma-Tru entry door systems, Fiberon composite decking and Master Lock and SentrySafe security products in the Doors & Security segment. Fortune Brands holds market leadership positions in all of its segments. Fortune Brands is part of the S&P 500 Index. For more information, please visit www.FBHS.com. To learn more about how Fortune Brands is embracing and accelerating its environmental, social and governance duties, please visit the Company’s ESG section and report at www.FBHS.com/global-citizenship.
Source: Fortune Brands Home & Security, Inc.