FORTUNE BRANDS INNOVATIONS, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Modify provisions relating to the procedures of stockholder meetings to expressly contemplate virtual meetings; to update provisions related to adjournment procedures and lists of stockholders entitled to vote at stockholder meetings to conform to recent amendments to the Delaware General Corporation Law; and to further enumerate the powers of the chairperson of a stockholder meeting to establish rules and regulations in his/her discretion, including the power to adjourn a stockholder meeting (even if a quorum is present);
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Require additional disclosure and enhance procedural mechanics in connection with stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) at stockholder meetings, including without limitation, by:
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Clarifying the timing by which such nominations and submissions of proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act) must be received by the Company;
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Restricting the number of nominees a stockholder may nominate for election at a meeting to the number of directors to be elected at such meeting and restricting stockholders from making additional or substitute nominations following the expiration of the applicable nomination deadline;
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Requiring additional disclosures from nominating or proposing stockholders, proposed nominees and other persons associated with nominating or proposing stockholders and, if the nominating or proposing stockholder is not a natural person, the natural person(s) associated with such stockholder responsible for the decision to propose the business or nomination;
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Addressing matters relating to Rule 14a-19 under the Exchange Act (the "Universal Proxy Rules") (e.g., providing the Company a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements, requiring stockholders intending to use the Universal Proxy Rules to notify the Company of any change in such intent within two business days and to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least five business days before the applicable meeting);
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Requiring that any proposed nominee agree to tender his or her resignation from the Board if (i) the Board or any Board committee determines that such proposed nominee at any time failed to comply in all material respects with the proposed nominee's agreement provided in the nomination notice (pertaining to matters such as the proposed nominee's voting commitments, compliance with Company policies and communications with the Company and its stockholders), (ii) the Board provides such proposed nominee notice of such determination, and (iii) if such failure may be cured, such proposed nominee fails to cure such failure within ten business days after delivery of such notice; and
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Requiring that proposed nominees make themselves available for and submit to interviews by the Board or any Board committee;
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Provide clarity around the duties of a Lead Director and Chairperson of the Board, including clarification that the role of the Chairperson is a non-officer position, and provide additional clarity around the duties of the Company's officers, including express authority for the Chief Executive Officer to appoint officers other than "executive officers" (as defined under the Exchange Act);
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Clarify that directors and stockholders may waive notice of meetings and that neither the business to be transacted nor the purpose of any meeting need be specified in any waiver of notice; and
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Make various other updates, including ministerial and conforming changes.
The foregoing summary of the amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 3.1 Amended and Restated Bylaws ofFortune Brands Home & Security, Inc. , effective as ofSeptember 29, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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