FORTUNE BRANDS INC

2009 Shareholder Voting Results

  Link to the Proxy Statement

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)	The Annual Meeting of Stockholders was held on April 28, 2009. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)	The Annual Meeting of Stockholders was held on April 28, 2009.

(b)

The Company’s Restricted Certificate of Incorporation currently provides for the classification of the Board of Directors into three classes, as nearly equal in number aspossible, with staggered terms of office and provides that upon the expiration of the term of office for a class of directors, nominees for such class shall be elected for a term of three years or until their successors are duly elected andqualified. The four nominees for Class II directors, Mr. Bruce A. Carbonari, Mrs. Ann F. Hackett, Mr. David M. Thomas and Mr. Ronald V. Waters, III were duly elected at the 2009 Annual Meeting for a termof office expiring at the 2012 Annual Meeting. The terms of office of the Class I directors, Mr. Richard A. Goldstein, Mr. Pierre E. Leroy and Mr. A. D. David Mackay, and the terms of office of the ClassIII directors, Mrs. Anne M. Tatlock, Mr. Norman H. Wesley and Mr. Peter M. Wilson, continued after the 2009 Annual Meeting. See our best practices for Classified Boards See our best practices for CSR See our best practices for Board Elections

(c)

(i) The four nominees for Class II directors were elected by a majority of the combined votes cast by the holders of the Company’s Common Stock and $2.67 Convertible PreferredStock voting thereon: (A) Mr. Carbonari: 125,703,636 votes for and 3,983,087 votes withheld; (B) Mrs. Hackett: 126,268,341 votes for and 3,418,382 votes withheld; (C) Mr. Thomas: 126,033,127 votes forand 3,653,596 votes withheld; and (D) Mr. Waters: 125,745,150 votes for and 3,941,574 votes withheld. See our best practices for Classified Boards See our best practices for CSR See our best practices for Board Elections

 

(ii) A proposal (designated Item 2 and set forth in Company’s Proxy Statement), approved by theBoard of Directors, to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2009, was approved by a majority of the combined votes cast by the holders of the Company’s Common Stock and$2.67 Convertible Preferred Stock voting thereon: 127,896,870 shares voted for the proposal, 1,499,387 shares voted against the proposal and 275,103 shares abstained.
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(iii) A proposal (designated Item 3 and set forth in the Company’s Proxy Statement), approved by the Board of Directors, to approve amendmentsto the Company’s Restated Certificate of Incorporation to provide for the annual election of directors, was approved by a majority of the combined votes cast by the holders of the Company’s Common Stock and $2.67 Convertible PreferredStock voting thereon: 127,732,141 shares voted for the proposal, 1,556,547 shares voted against the proposal and 398,034 shares abstained.

(iv) A stockholder proposal (designated Item 4 and set forth in Company’s Proxy Statement), to adopt and implement simple majority voting, was approved by a majority of the combined votes cast by the holders ofCompany’s Common Stock and $2.67 Convertible Preferred Stock voting thereon: 83,267,086 shares voted for the proposal; 25,368,876 shares voted against the proposal; 1,019,489 shares abstained; and 20,031,272 were brokernon-votes.
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