Fortune Brands Announces Effectiveness of the Form 10 Registration Statement for MasterBrand
December 01 2022 - 9:00AM
Business Wire
MasterBrand Finalizes Composition of Board of
Directors
Fortune Brands Home & Security, Inc. (NYSE: FBHS or “Fortune
Brands” or the “Company”), an industry-leading home and security
products company, today announced that the U.S. Securities and
Exchange Commission has declared effective the Registration
Statement on Form 10 filed by MasterBrand, Inc. (“MasterBrand”).
The Form 10 includes information regarding MasterBrand’s business
and strategy, as well as details on the spin-off, which is expected
to be completed on December 14, 2022.
MasterBrand has also finalized the composition of its Board of
Directors, effective following its spin-off from Fortune Brands,
and intends to appoint the following individuals to its Board:
- Dave Banyard: Banyard is the current President of
MasterBrand Cabinets, LLC, the Cabinets segment of Fortune Brands
Home & Security, Inc. He will serve as the Chief Executive
Officer of MasterBrand following the separation of the
business.
- Juliana Chugg: Chugg has served on the Board of
Directors of Darden Restaurants, Inc. since March 2022 and on the
Board of Directors of V. F. Corporation since 2009. Chugg
previously served as Executive Vice President and Chief Brand
Officer of Mattel, Inc. as well as director of Kontoor Brands,
Inc., Caesars Entertainment Corporation and H.B. Fuller
Company.
- Robert Crisci: Crisci serves as the Executive Vice
President and Chief Financial Officer of Roper Technologies, Inc.
Crisci’s prior experience includes positions at Morgan Keegan, VRA
Partners, Devon Value Advisers and Deloitte & Touche.
- Ann Fritz Hackett: Hackett was a Partner and Co-Founder
of Personal Pathways, LLC, a company providing web-based enterprise
collaboration platforms, from 2015 until her retirement in 2020.
Hackett has served as a member of the Fortune Brands Board of
Directors since 2011 and the Capital One Financial Corporation
Board of Directors since 2004.
- Jeffery S. Perry: Perry is the Founder and Chief
Executive Officer of Lead Mandates LLC, a business advisory firm
that helps organizations improve business and leadership
performance. Perry has served as a member of the Fortune Brands
Board of Directors since 2020 and the Equitable Funds Board of
Directors since 2021.
- David D. Petratis: Petratis will join as Chairman of the
Board. He served as President and Chief Executive Officer of
Allegion plc from 2013 to 2022, also acting as Executive Chairman
of the Board of Directors during that time. Since 2021, Petratis
has served as lead director of the Board of Directors at Sylvamo
Corporation. He also currently serves as a member of the University
of Northern Iowa Business Executive Advisory Board.
Complete biographies for MasterBrand’s Board members can be
found in the Form 10.
“I am thrilled that we have reached these important milestones
well ahead of schedule,” stated Banyard. “As part of developing the
infrastructure required to be an independent, publicly-traded
company, our team has diligently built a world-class,
highly-qualified Board of Directors. The group we have assembled
brings a strong mix of extensive business leadership experience,
years of prior board service and diverse backgrounds and
perspectives. I am confident that their expertise will be
instrumental in driving MasterBrand’s strategic transformation as a
standalone company.”
“The transformation of MasterBrand over the past few years has
been nothing short of amazing,” said Fortune Brands Chief Executive
Officer Nicholas Fink. “I am excited for the future of this
incredible, world-class organization as they continue their
progress and grow their position as the market leader.”
Leadership from Fortune Brands and MasterBrand will speak to
their respective strategies at the Company’s upcoming Investor Day
on December 6, 2022. Learn more about the Company’s plan to
separate by visiting www.fbhs.com/separation-updates.
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
This press release 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
Securities Exchange Act of 1934, as amended (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
December 31, 2021, filed with the Securities and Exchange
Commission. The forward-looking statements included in this release
are made as of the date hereof, and except as required by law, we
undertake no obligation to update, amend or clarify any
forward-looking statements to reflect events, new information or
circumstances occurring after the date of this release.
About Fortune Brands
Fortune Brands Home & Security, Inc. (NYSE: FBHS),
headquartered in Deerfield, IL., is a Fortune 500 company, part of
the S&P 500 Index and a leader in the home products industry.
With trusted brands and market leadership positions in each of its
three operating segments, Water Innovations, Outdoors &
Security, and Cabinets, Fortune Brands’ 28,000 associates work with
a purpose to fulfill the dreams of home.
The Company’s growing portfolio of complementary businesses and
innovative brands includes Moen and the House of Rohl within Water
Innovations; outdoor living and security products from Therma-Tru,
LARSON, Fiberon, Master Lock and SentrySafe; and MasterBrand
Cabinets’ wide-ranging offerings from MANTRA, Diamond, Omega and
many more. Visit www.FBHS.com to learn more about FBHS, its brands
and how the Company is accelerating its environmental, social and
governance (ESG) commitments.
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