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