Item 2. Unregistered Sales of Equity Securities
Item 2. UNREGISTERED SALES OF EQUIT Y SECURITIES AND USE OF PROCEEDS.
Below are the repurchases of common stock by the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) for the three months ended September 30, 2022:
Issuer Purchases of Equity Securities
Three Months Ended September 30, 2022
Total
number
of shares
purchased (a)
Average
price paid
per share
Total number of
shares purchased
as part of publicly
announced plans
or programs (a)
Maximum dollar
amount that may
yet be purchased
under the plans or
programs (a)
July 1 – July 31
—
$
—
—
$
659,669,166
August 1 – August 31
—
—
—
659,669,166
September 1 – September 30
647,720
55.7
647,720
623,568,876
Total
647,720
$
55.7
647,720
(a) Information on the Company’s share repurchase program follows:
Authorization date
Announcement date
Authorization amount of shares
of outstanding common stock
Expiration date
March 2, 2022
March 2, 2022
$750,000,000
March 2, 2024
31
Item 6. E XHIBITS
3(i)
Restated Certificate of Incorporation of Fortune Brands Home & Security, Inc. is incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2012.
3(ii)
Amended and Restated Bylaws of Fortune Brands Home & Security, Inc., effective September 29, 2022, are incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2022.
10.1
$1,250,000,000 Third Amended and Restated Credit Agreement, dated as of August 2, 2022, among Fortune Brands Home & Security, Inc., the lenders party thereto, Bank of America N.A., as syndication agent and JPMorgan Chase Bank, N.A. as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 4, 2022.
31.1*
Certificate of Chief Executive Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certificate of Chief Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.
32.*
Joint CEO/CFO Certificate Required Under Section 906 of the Sarbanes-Oxley Act of 2002.
101.*
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the Cover Page, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity, and (vi) the Notes to the Condensed Consolidated Financial Statements.
104.*
Cover Page Interactive Data File (embedded within the iXBRL document).
* Filed or furnished herewith.
32
SIGNA TURE
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 thereunto duly authorized.
FORTUNE BRANDS HOME & SECURITY, INC.
(Registrant)
Date: October 27, 2022
/s/ Patrick D. Hallinan
Patrick D. Hallinan
Senior Vice President and Chief Financial Officer
(Duly authorized officer and principal financial officer of the Registrant)
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.