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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):  September 21, 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.

 

(b)On September 21, 2020, Mr. Christopher J. Klein notified the Board of Directors of his intention to retire as Executive Chairman and as a Class II Director of Fortune Brands Home & Security, Inc. (the “Company”), each effective at the close of business on December 31, 2020. A copy of the Company’s press release dated September 21, 2020 is attached hereto as Exhibit 99.1.

 

 

Item 8.01.Other Events.

 

On September 21, 2020, the Board of Directors authorized the Company to repurchase up to $500 million of shares of the Company’s outstanding common stock in open market or privately negotiated transactions through September 21, 2022.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)

Exhibits

Exhibit No.

 

 

Description

99.1

 

Press release dated September 21, 2020, issued by Fortune Brands Home & Security, Inc.

99.2

 

Press release dated September 21, 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:  September 22, 2020