Exhibit 99.1
Important Notice to Directors and Executive Officers of
Fortune Brands Home & Security, Inc.
Concerning the Blackout Period under the
Fortune Brands Home & Security Retirement Savings Plan
And the
Fortune Brands Home & Security Hourly Employee Retirement Savings Plan
November 22, 2022
On December 14, 2022, Fortune Brands Home & Security, Inc. (the “Company”) intends to spin off MasterBrand, Inc. (“MasterBrand”), the entity which owns the Company’s cabinets business, into a separate standalone publicly-traded company (the “Spin-Off”). In connection with the Spin-Off, any participants in the Fortune Brands Home & Security Retirement Savings Plan and the Fortune Brands Home & Security Hourly Employee Retirement Savings Plan (collectively, the “Plans”) who are employed by MasterBrand or one of its subsidiaries immediately prior to the Spin-Off and each former employee of the Company or any of its subsidiaries (including MasterBrand and its subsidiaries) whose last day of employment prior to termination was with MasterBrand or one of its subsidiaries will have their current Plan account balances transferred to the MasterBrand, Inc. Retirement Savings Plan.
In order to facilitate this account transfer, the Company will impose a blackout period under the Plans, which is expected to begin on December 23, 2022 and end on January 3, 2023. In connection with this change, impacted participants will be unable to engage in transactions, such as such as obtaining loans or distributions from, or diversifying or otherwise changing, their Plan accounts, including the portion of their account balances invested in the Company’s common stock.
This short-term period during which participants and beneficiaries in the Plans will be unable to exercise these rights will qualify as a “blackout period” under the Sarbanes-Oxley Act, and therefore will require the Company to also prohibit the Company’s directors and executive officers from trading in Company common stock during this period. Accordingly, during the “blackout period,” you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of Company common stock to the extent such shares are, or were, acquired in connection with your service or employment as a director or executive officer of the Company. For example, you will be prohibited from:
During this period, you can determine whether the “blackout period” has started or ended by contacting the Assistant Corporate Secretary at Fortune Brands Home & Security, Inc., 520 Lake Cook Road, Suite 300, Deerfield, Illinois 60015 or at (847) 484-4400.
(In addition, you are subject to the Company’s insider trading policy that imposes certain other restrictions on your ability to enter into transactions with respect to Company common stock.)
If you engage in a transaction that violates these rules, you may be required to disgorge any profits realized from such transaction and you will be subject to civil and criminal penalties. Accordingly, you must refrain from making any trades in Company common stock during the blackout period.
If you have any questions regarding this notice or whether certain transactions are subject to this prohibition, you should contact the Assistant Corporate Secretary at Fortune Brands Home & Security, Inc., 520 Lake Cook Road, Suite 300, Deerfield, Illinois 60015 or at (847) 484-4400.