0001193125-26-212065
SEC filingFortune Brands Innovations, Inc. stockholders approved director elections, auditor ratification, executive compensation, and amendments to eliminate supermajority provisions and declassify the board over three years at the 2026 Annual Meeting.
The 2026 Annual Meeting on May 5 resulted in strong stockholder support for governance enhancements, with over 102 million For votes on Proposals 4 and 5 to amend the Certificate of Incorporation. These changes remove all supermajority voting provisions and initiate a three-year declassification of the board, transitioning Class I, II, and III directors to annual elections by the 2029 meeting. Corresponding bylaw amendments align with Delaware default standards, effective May 6. Director elections showed solid but varying support, with Foley at 90% For and Mackay at 79%. Auditor ratification and say-on-pay passed comfortably, signaling alignment with management. The stockholder declassification proposal, while advisory, reinforces the trend toward annual director elections, potentially increasing board accountability to shareholders.