FORTUNE BRANDS INNOVATIONS, INC. Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
In connection with the contemplated separation of the
While the blackout period is in effect, the Covered Persons (and their immediate family members who share their residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity securities of the Company relating to the Company's common stock and any options with respect to any of these stocks. There are limited exclusions and exemptions from this rule. For example, transactions that are executed pursuant to a properly adopted Rule 10b5-1 plan are exempt from the foregoing blackout trading restrictions. Further, the above prohibition is in addition to other restrictions on trading activity that the Company imposes on its executive officers and directors, including under the Company's insider trading policy.
The Company provided the blackout notice to the Covered Persons on
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 8.01 Other Events.
On
The Company's Board of Directors declared a pro rata dividend of MasterBrand
common stock to be made effective at
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description 99.1 Notice pursuant to Rule 104(b)(2)(i) of Regulation BTR 99.2 Press Release datedNovember 22, 2022 , issued byFortune Brands Home & Security, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This report contains certain "forward-looking statements" that are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act, regarding general business
strategies, product offerings, expansion into new geographic markets, market
potential, anticipated future financial performance, the potential of our
brands, and other matters. Statements preceded by, followed by or that otherwise
include the words "believes", "positioned", "expects", "estimates", "plans",
"look to", "outlook", "intend", and similar expressions or future or conditional
verbs such as "will", "should", "would", "may" and "could" are generally
forward-looking in nature and not historical facts. Where, in any
forward-looking statement, we express an expectation or belief as to future
results or events, such expectation or belief is based on the current plans and
expectations of our management. Although we believe that these statements are
based on reasonable assumptions, they are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially
different from those indicated in such statements, including but not limited to
the expected benefits and costs of the intended spin-off transaction; the
tax-free nature of the spin-off; the expected timing of the completion of the
spin-off transaction and the transaction terms; general business and economic
conditions; our reliance on the North American repair and remodel and new home
construction activity levels; our reliance on key customers and suppliers; our
ability to maintain our strong brands and to develop innovative products while
maintaining our competitive positions; our ability to improve organizational
productivity and global supply chain efficiency; our ability to obtain raw
materials and finished goods in a timely and cost-effective manner; the impact
of sustained inflation, including global commodity and energy availability and
price volatility; the impact of trade-related tariffs and risks with uncertain
trade environments or changes in government and industry regulatory standards;
our ability to attract and retain qualified personnel and other labor
constraints; the uncertainties relating to the impact of COVID-19 on the
Company's business and results; our ability to achieve the anticipated benefits
of our strategic initiatives; our ability to successfully execute our
acquisition strategy and integrate businesses that we have and may acquire; and
the other factors discussed in our securities filings, including in Item 1A of
our Annual Report on Form 10-K for the year ended
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