Fortune Brands, Inc. (NYSE: FO):
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Bruce Carbonari Announces Plans to Retire from Company at Year End
Following Completion of Planned Separation Initiative
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David Mackay, former Kellogg Company CEO, to be non-executive
Chairman of Beam
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David Thomas, lead Fortune Brands director, to be non-executive
Chairman of Fortune Brands Home & Security
Fortune Brands, Inc. (NYSE: FO) today announced the Boards of Directors
for Beam Inc. and Fortune Brands Home & Security, the standalone public
companies to result from the planned separation of its businesses. In
connection with the anticipated completion of the plan, Bruce Carbonari,
chairman and chief executive officer of Fortune Brands, has decided to
retire from the company at year end.
Upon completion of the proposed spin-off of Fortune Brands Home &
Security, David Mackay, a current director of Fortune Brands and the
former chief executive officer of Kellogg Company, will serve as
non-executive chairman of the board of Beam Inc., the new name for
Fortune Brands. Mackay has been a director of Fortune Brands since 2006.
David Thomas, the lead director of Fortune Brands and the former
chairman and chief executive officer of IMS Health Incorporated, will be
the non-executive chairman of the board of Fortune Brands Home &
Security, the spin-off company. Thomas has served on the board of
Fortune Brands since 2000 and as lead director since 2007.
Matt Shattock will be CEO of Beam and Chris Klein will be CEO of Fortune
Brands Home & Security. Fortune Brands is targeting completion of the
separation plan early in the fourth quarter.
"I’m very pleased that we’ve established such strong boards of directors
for each of our ongoing businesses,” Carbonari said. "These boards are
composed of directors with deep and relevant experience, commitment to
strong corporate governance, and a track record of promoting the
interests of shareholders. David Mackay and David Thomas will be
outstanding chairmen, and I couldn’t have more confidence in the
extremely talented executive leadership already in place at each company.
"I see the anticipated separation of our businesses as a monumental
achievement for our leadership team and the perfect time personally to
move on to new challenges,” Carbonari added. "These two companies will
have strong leadership, governance and continuity, and I’ll look forward
to participating in their future success as a proud and confident
shareholder. Once we complete the separation plan, I’ll play an advisory
role for a brief transition period, and then I’ll be eager to take some
time before determining the next phase in my career.”
"Fortune Brands has benefited tremendously from Bruce’s leadership and
unparalleled commitment to the interests of shareholders, and the board
respects his decision to seek new challenges after completing such a
major milestone for the company,” said David Thomas, lead director of
the Fortune Brands board. "As CEO, Bruce guided Fortune Brands during a
period in which its three businesses strengthened their competitive
positions and emerged from the economic downturn outperforming the
competition. In order to maximize long-term value for shareholders, he
then went on to lead the final development and implementation of the
plan to separate Fortune Brands’ businesses, which will result in two
strong, independent companies with outstanding future prospects.”
Structure of Boards for Beam and Fortune Brands
Home & Security
Nine current directors of Fortune Brands will serve on one or both of
the new boards.
The members of the board of Beam will be:
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David Mackay (non-executive chairman), former chief executive officer,
Kellogg Company; current Fortune Brands director
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Richard Goldstein, former chairman & chief executive officer,
International Flavors and Fragrances, Inc.; current Fortune Brands
director
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Ann Fritz Hackett, president, Horizon Consulting Group; current
Fortune Brands director
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Pierre Leroy, former president, Worldwide Construction & Forestry
Division and Global Parts Division, Deere & Company; current Fortune
Brands director
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Matt Shattock, president & chief executive officer, Beam Inc.
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Anne Tatlock, former chairman & chief executive officer, Fiduciary
Trust Company International; current Fortune Brands director
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Peter Wilson, former chairman, Gallaher Group Plc; current Fortune
Brands director
The members of the board of Fortune Brands Home & Security will be:
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David Thomas (non-executive chairman), former chairman, IMS Health
Incorporated; current Fortune Brands lead director
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Richard Goldstein, former chairman & chief executive officer,
International Flavors and Fragrances, Inc.; current Fortune Brands
director
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Ann Fritz Hackett, president, Horizon Consulting Group; current
Fortune Brands director
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Chris Klein, president & chief executive officer, Fortune Brands Home
& Security
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David Mackay, former chief executive officer, Kellogg Company; current
Fortune Brands director
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Ron Waters, former president & chief executive officer, LoJack
Corporation; current Fortune Brands director
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Norm Wesley, former chairman & chief executive officer, Fortune
Brands; current Fortune Brands director
Each board expects to add at least one additional member following the
separation of the businesses.
Carbonari has held key leadership positions at Fortune Brands for the
past 21 years. He became president and chief operating officer of
Fortune Brands in December 2006, chief executive officer in January
2008, and chairman and chief executive officer in October 2008. Earlier
in his career, Carbonari oversaw the growth of Moen during the 1990s as
it became the number one faucet brand in North America; in the early
2000s, Carbonari led the Home & Hardware group (now known as Fortune
Brands Home & Security) as it more than doubled sales to nearly $5
billion. More recently, Carbonari guided the evolution of the company’s
Beam spirits business into the global outperformer that it is today.
Under the separation plan, the company intends to complete the sale of
its golf business by the end of July to a group led by Fila Korea and
Mirae Asset Private Equity, and is preparing for the spin-off to
shareholders of Fortune Brands Home & Security. Completion of the
separation remains subject to completion of detailed separation plans,
customary regulatory approvals and final Board approval.
About Fortune Brands
Fortune Brands, Inc. is a leading consumer brands company. Its operating
companies have premier brands and leading market positions in distilled
spirits, home and security, and golf products. The major spirits brands
of Beam Global Spirits & Wine, Inc. include Jim Beam and Maker's Mark
bourbon, Sauza tequila, Canadian Club whisky, Courvoisier cognac, Cruzan
rum, Teacher's and Laphroaig Scotch, EFFEN vodka, Skinnygirl margarita
and DeKuyper cordials. The brands of Fortune Brands Home & Security LLC
include Moen faucets, Aristokraft, Omega, Diamond and Kitchen Craft
cabinetry, Therma-Tru door systems, Simonton windows, Master Lock
security products and Waterloo storage and organization products.
Acushnet Company's golf brands include Titleist and FootJoy. Fortune
Brands, headquartered in Deerfield, Illinois, is traded on the New York
Stock Exchange under the ticker symbol FO and is included in the S&P 500
Index and the MSCI World Index.
To receive company news releases by e-mail, please visit www.fortunebrands.com.
Forward-Looking Statements
This press release contains statements relating to future events, which
are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. Readers are cautioned that
these forward-looking statements speak only as of the date hereof, and
the company does not assume any obligation to update, amend or clarify
them to reflect events, new information or circumstances occurring after
the date of this release. In addition to final Board authorization, the
potential separation of Fortune Brands' companies will also be subject
to the receipt of a number of customary regulatory approvals and/or
rulings, the execution of intercompany agreements and finalization of
other related matters. There can be no assurance that any of the
proposed transactions will be completed as anticipated or at all.
