Fortune Brands Innovations (FBIN) investor relations material

Voting matters and shareholder proposals

• Six proposals are up for vote, including director elections, amendments to the certificate of incorporation, and a shareholder proposal for annual director elections.

• Broker non-votes will have no impact on Proposals 1, 3, and 6, but will count as votes against Proposals 4 and 5.

• Proposal 6, regarding annual director elections, is advisory and not binding on the board.

• Approval of Proposals 4 and 5 requires at least 75% of outstanding shares entitled to vote.

• Abstentions on Proposals 2, 3, 4, 5, and 6 will have the effect of a negative vote.

Board of directors and corporate governance

• Directors in uncontested elections must receive a majority of votes cast to be elected.

• If a director does not receive a majority, they must tender their resignation, with the board deciding on acceptance within 90 days.

• The board's decision on a director's resignation will be disclosed in an SEC filing.

Shareholder rights and capital structure

• A proposal seeks to eliminate supermajority voting requirements from the certificate of incorporation.

• Broker non-votes and abstentions can significantly affect the outcome of proposals requiring supermajority approval.