NEWELL BRANDS INC. (NYSE:NWL) Files An 8-K Submission of Matters to a Vote of Security Holders

NEWELL BRANDS INC. (NYSE:NWL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

Newell Brands Inc. (the “Company”) held its Annual Meeting of Stockholders on May15, 2018. For more information on the proposals presented at the meeting, see the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April25, 2018 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.

The stockholders elected each of the twelve nominees to the Board of Directors for a one-year term by a plurality vote:

DIRECTOR

FOR WITHHELD BROKERNON- VOTE

BRIDGET RYAN BERMAN

387,425,935 1,748,865 35,201,507

PATRICK D. CAMPBELL

383,433,914 5,740,886 35,201,507

JAMES R. CRAIGIE

388,350,396 824,404 35,201,507

DEBRA A. CREW

388,209,902 964,898 35,201,507

BRETT M. ICAHN

387,724,040 1,450,760 35,201,507

GERARDO I. LOPEZ

387,358,708 1,816,092 35,201,507

COURTNEY R. MATHER

337,078,285 52,096,515 35,201,507

MICHAEL B. POLK

388,006,269 1,168,531 35,201,507

JUDITH A. SPRIESER

387,557,578 1,617,222 35,201,507

ROBERT A. STEELE

387,401,277 1,773,523 35,201,507

STEVEN J. STROBEL

384,559,432 4,615,368 35,201,507

MICHAEL A. TODMAN

385,713,715 3,461,085 35,201,507

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2018:

For

423,307,399

Against

525,557

Abstain

543,351

The stockholders approved the advisory resolution approving executive compensation:

For

293,420,109

Against

94,731,449

Abstain

1,023,242

Broker Non-Votes

35,201,507

2

The stockholders approved a proposal submitted by a stockholder requesting the Board undertake such steps as may be necessary to permit stockholders to act by written consent:

For

192,288,997

Against

191,579,521

Abstain

3,936,229

Broker Non-Votes

36,571,560

(c) The terms of a Settlement Agreement, dated April23, 2018, terminating the proxy contest between the Company and Starboard Value LP and certain of its affiliates were disclosed in a Current Report on Form 8-K filed with the SEC on April23, 2018. An estimate of the anticipated cost to the Company of the solicitation of proxies was included in the Proxy Statement.

Item 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On May16, 2018, Mark S. Tarchetti informed Newell Brands Inc. (the “Company”) of his resignation from his position as the Company’s President, effective as of May25, 2018 (the “Departure Date”). A copy of the internal announcement regarding Mr.Tarchetti’s departure is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(c) In connection with Mr.Tarchetti’s resignation, the Company’s Chief Executive Officer, Michael B. Polk, 57, was appointed President and will now serve as President, Chief Executive Officer and Director of the Company effective as of the Departure Date. Mr.Polk has served as Chief Executive Officer of the Company since 2016 and as a member of the Board of Directors since 2009. Between 2011 and 2016, he served as President and Chief Executive Officer of the Company.

There are no family relationships, as defined in Item401 of Regulation S-K, between Mr.Polk and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. There is no arrangement or understanding between Mr.Polk and any other person to which Mr.Polk was appointed as President of the Company. There are no transactions in which Mr.Polk has an interest requiring disclosure under Item404(a) of Regulation S-K.

Item 5.07 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1 Internal Announcement dated May17, 2018

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NEWELL BRANDS INC Exhibit
EX-99.1 2 d593561dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   May 17,…
To view the full exhibit click here

About NEWELL BRANDS INC. (NYSE:NWL)

Newell Brands Inc, formerly Newell Rubbermaid Inc., is a global consumer goods company. The Company’s brands consists of Paper Mate, Sharpie, Dymo, EXPO, Parker, Elmer’s, Coleman, Jostens, Marmot, Rawlings, Irwin, Lenox, Oster, Sunbeam, FoodSaver, Mr. Coffee, Rubbermaid Commercial Products, Graco, Baby Jogger, NUK, Calphalon, Rubbermaid, Contigo, First Alert, Waddington and Yankee Candle. The Company focuses on consumer, investment in brands.

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