Business Context and Reporting Period
This Form 8-K Current Report was filed by Fortune Brands Home & Security, Inc. (NYSE: FBHS) on December 9, 2020, covering events occurring on December 8, 2020. The filing primarily addresses corporate governance changes regarding the Board of Directors.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on personnel and governance rather than financial performance data.
Material Changes
- Board Expansion: The Board of Directors increased its size from ten to eleven members.
- New Director Election: Jeffery S. Perry was elected as a Class I director, effective December 8, 2020.
- Term Details: Mr. Perry's term continues until the Company's 2021 Annual Meeting of Stockholders.
Management Commentary and Governance
- Independence: The Board determined Mr. Perry is independent under NYSE rules and the Company's Corporate Governance Principles.
- Compensation: Mr. Perry will participate in the standard compensation program for non-employee directors as described in the March 19, 2020 Definitive Proxy Statement.
- Background: Mr. Perry is the Founder and CEO of Lead Mandates LLC. Previously, he held senior positions at Ernst & Young LLP (16 years) and AT Kearney Inc. He holds a BS from Babson College and an MBA from Harvard Business School.
- Committee Assignments: Specific committee appointments for Mr. Perry will be determined at a subsequent date.
Investor Verification Checklist
- Verify the updated Board composition and Class I director term dates in subsequent proxy materials.
- Review the March 19, 2020 Definitive Proxy Statement to confirm the specific compensation structure applicable to Mr. Perry.
- Monitor future filings for Mr. Perry's specific committee assignments.
- Confirm no undisclosed related party transactions exist between Mr. Perry and the Company.