Fortune Brands Innovations (FBIN) Proxy filing summary

Executive summary

• 2025 was marked by significant market volatility and challenging industry conditions, prompting a focus on operational rigor, cost structure refinement, and strategic investments to restore profitability and long-term growth.

• A comprehensive CEO search began in March 2026 following the departure of Nicholas Fink, with David Barry serving as interim CEO.

• The company completed major steps in a multi-year transformation, including portfolio redefinition, organizational restructuring, and consolidation to a unified headquarters.

• Financial highlights for 2025 included $4.5B in net sales, $516.1M in operating income, and $366.8M in free cash flow.

Voting matters and shareholder proposals

• Six proposals are up for vote: election of three directors, ratification of PwC as auditor, advisory say-on-pay, elimination of supermajority voting, declassification of the board, and a shareholder proposal for annual director elections.

• The board recommends voting FOR all proposals except the shareholder proposal, for which it makes no recommendation.

• Proposals 4 and 5 respond to prior shareholder feedback, aiming to eliminate supermajority voting and declassify the board over three years.

Board of directors and corporate governance

• The board is 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.

• Ed Garden was appointed as a director under a cooperation agreement with Garden Investment Management.

• The board maintains strong governance practices, including annual evaluations, majority voting, proxy access, and stock ownership guidelines.