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 thirteen weeks ended April 1, 2023:
Issuer Purchases of Equity Securities
Thirteen Weeks Ended April 1, 2023
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)
January 1 – January 28
—
$
—
—
$
584,610,782
January 29 – February 25
242,600
61.8
242,600
569,616,305
February 26 – April 1
1,433,186
59.3
1,433,186
484,850,514
Total
1,675,786
$
59.7
1,675,786
(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
28
Item 6. E XHIBITS
3.1
Restated Certificate of Incorporation of Fortune Brands Innovations, Inc., dated September 27, 2011, 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.
3.2
Certificate of Amendment to the Restated Certificate of Incorporation of Fortune Brands Innovations, Inc., dated as of December 15, 2022, is incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 16, 2022.
3.3
Amended and Restated Bylaws of Fortune Brands Innovations, Inc., effective December 13, 2022, are incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 16, 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 April 1, 2023 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.
29
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 INNOVATIONS, INC.
(Registrant)
Date: April 27, 2023
/s/ David V. Barry
David V. Barry
Executive Vice President and Chief Financial Officer
(Duly authorized officer and principal financial officer of the Registrant)
30
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.