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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  July 13, 2020

 

 

Fortune Brands Home & Security, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware

1-35166

62-1411546

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

520 Lake Cook Road

Deerfield, IL 60015

(Address of Principal Executive Offices) (Zip Code)

 

847-484-4400

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

Common Stock

FBHS

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

(d)On July 13, 2020, the Board of Directors of the Company increased the size of the Board from nine to ten directors and elected Amit Banati as a Class II member of the Board, each effective on September 21, 2020. Mr. Banati will serve on the Board for a term continuing until the Company’s 2022 Annual Meeting of Stockholders. Mr. Banati’s committee appointments will be determined at a subsequent date.  

 

The Board determined that Mr. Banati is independent under the rules of the New York Stock Exchange and the Company’s Corporate Governance Principles. There are no arrangements or understandings between Mr. Banati and any other persons regarding his appointment to the Board of Directors.  Mr. Banati will participate in the compensation program for non-employee directors described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 19, 2020.  

 

Mr. Banati has served as Senior Vice President and Chief Financial Officer of Kellogg Company, a packaged foods manufacturer, from July 2019 to present. From March 2011 until the time of his promotion to Chief Financial Officer, he served as President - Asia Pacific, Middle East and Africa of Kellogg Company. Prior to joining Kellogg Company, Mr. Banati held various management, financial and strategic leadership roles at several major consumer products companies, including Mondelez, Cadbury Schweppes and Procter & Gamble. He holds a BA in Commerce from St. Xavier’s College in Calcutta and an MBA from the Indian Institute of Management in Lucknow.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)

Exhibits

Exhibit No.

 

 

Description

99.1

 

Press release dated July 13, 2020, issued by Fortune Brands Home & Security, Inc.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


 


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FORTUNE BRANDS HOME & SECURITY, INC.

(Registrant)

 

 

By:/s/Robert K. Biggart
Name:Robert K. Biggart

Title:Senior Vice President, General Counsel and Secretary

 

Date:  July 14, 2020