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4-Traders Homepage  >  Equities  >  Nyse  >  Newell Brands    NWL

NEWELL BRANDS (NWL)
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NEWELL BRANDS INC : Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

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02/22/2018 | 01:40pm CET

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 21, 2018, Newell Brands Inc. (the "Company") announced that the Board of Directors (the "Board") of the Company increased the size of the Board from nine members to eleven and appointed James R. Craigie and Debra A. Crew (the "New Directors") to the Board of Directors, effective immediately. The Company has not yet determined to which committees it will appoint the New Directors. The New Directors have no arrangements or understandings pursuant to which they were selected as directors and do not have any transactions reportable under Item 404(a) of Regulation S-K. The New Directors will receive the same compensation as the Company's other non-employeedirectors, which is described in the Company's Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 30, 2017.

Item 8.01 Other Events.

On February 22, 2018, the Company issued a press release in connection with the Company's presentation at the Consumer Analyst Group of New York Conference ("CAGNY"). A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Also on February 22, 2018, the Company issued a press release announcing the appointment of Mr. Craigie and Ms. Crew and the Company's intention to nominate Ms. Sprieser at the Company's 2018 Annual Meeting of Shareholders. A copy of the press release is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Additional Information

In connection with Newell's 2018 Annual Meeting of Shareholders, Newell Brands will file with the U.S. Securities and Exchange Commission and mail to the shareholders of record entitled to vote at the 2018 Annual Meeting a definitive proxy statement and other documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. When filed with the SEC, the definitive proxy statement and WHITE proxy card will also be mailed to shareholders of record. Investors and other interested parties will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, or from Newell Brands at its website, www.newellbrands.com, or through a request in writing sent to Newell Brands at 221 River Street, Hoboken, New Jersey, 07030, Attention: General Counsel.

Participants in Solicitation

Newell Brands and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2018 Annual Meeting. Certain information concerning certain of these participants is set forth in Newell Brands definitive proxy statement, dated March 30, 2017, for its 2017 annual meeting of shareholders as filed with the SEC on Schedule 14A and Newell Brands Current Reports, dated August 24, 2017, January 21, 2018 and February 16, 2018, as filed with the SEC on Form 8-K. Additional information regarding the interests of these participants in the solicitation of proxies in respect of the 2018 Annual Meeting and other relevant materials will be filed with the SEC when they become available.

Caution Concerning Forward-Looking Statements

Statements in this Current Report, other than those of historical fact, particularly those anticipating the nature and timing of, and action taken in respect of Starboard's stated intention to nominate directors for election at Newell Brands' 2018 Annual Meeting, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements generally can be identified by the use of words such as "intend," "anticipate," "believe," "estimate," "project," "target," "plan," "expect," "will," "should," "would" or similar statements. Newell Brands cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results may differ materially from those

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expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include, but are not limited to:


     •   uncertainties regarding future actions that may be taken by Starboard in
         furtherance of its stated intention to nominate director candidates for
         election at Newell Brands' 2018 Annual Meeting;




     •   potential operational disruption caused by Starboard's actions that may
         make it more difficult to maintain relationships with customers, employees
         or suppliers;




     •   Newell Brands' dependence on the strength of retail, commercial and
         industrial sectors of the economy in various parts of the world;




  •   competition with other manufacturers and distributors of consumer products;




     •   major retailers' strong bargaining power and consolidation of Newell
         Brands' customers;




     •   Newell Brands' ability to improve productivity, reduce complexity and
         streamline operations;




     •   Newell Brands' ability to develop innovative new products, to develop,
         maintain and strengthen end-user brands and to realize the benefits of
         increased advertising and promotion spend;




     •   risks related to Newell Brands' substantial indebtedness, potential
         increases in interest rates or changes in Newell Brands' credit ratings;




     •   Newell Brands' ability to effectively accelerate its transformation plan
         and explore and execute its strategic options;




     •   Newell Brands' ability to complete planned acquisitions and divestitures,
         to integrate Jarden and other acquisitions and unexpected costs or
         expenses associated with acquisitions or dispositions;




     •   changes in the prices of raw materials and sourced products and Newell
         Brands' ability to obtain raw materials and sourced products in a timely
         manner;




     •   the risks inherent to Newell Brands' foreign operations, including
         currency fluctuations, exchange controls and pricing restrictions;




     •   a failure of one of Newell Brands' key information technology systems or
         related controls;




     •   future events that could adversely affect the value of Newell Brands'
         assets and require impairment charges;




     •   the impact of United States or foreign regulations on Newell Brands'
         operations, including environmental remediation costs;




  •   the potential inability to attract, retain and motivate key employees;




  •   the resolution of tax contingencies resulting in additional tax liabilities;




  •   product liability, product recalls or related regulatory actions;




  •   Newell Brands' ability to protect its intellectual property rights;




     •   significant increases in the funding obligations related to Newell Brands'
         pension plans; and




     •   other factors listed from time to time in Newell Brands' filings with
         the SEC including, but not limited to, Newell Brands' most recent Annual
         Report on Form 10-K.

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The information contained in this Current Report is as of the date indicated. Newell Brands assumes no obligation to update any forward-looking statements as a result of new information, future events or developments.

Item 9.01 Financial Statements and Exhibits.



Exhibit
Number       Exhibit Description

99.1           Press Release Regarding Presentation for CAGNY, dated February 22,
             2018.

99.2           Press Release Regarding Board Refreshment, dated February 22, 2018.


--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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Financials ($)
Sales 2018 14 557 M
EBIT 2018 2 074 M
Net income 2018 1 110 M
Debt 2018 9 661 M
Yield 2018 3,58%
P/E ratio 2018 11,63
P/E ratio 2019 10,42
EV / Sales 2018 1,57x
EV / Sales 2019 1,49x
Capitalization 13 149 M
Chart NEWELL BRANDS
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Newell Brands Technical Analysis Chart | NWL | US6512291062 | 4-Traders
Technical analysis trends NEWELL BRANDS
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Income Statement Evolution
Consensus
Sell
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Mean consensus HOLD
Number of Analysts 16
Average target price 30,0 $
Spread / Average Target 12%
EPS Revisions
Managers
NameTitle
Michael B. Polk Chief Executive Officer & Director
Mark S. Tarchetti President
Michael T. Cowhig Non-Executive Chairman
William A. Burke Chief Operating Officer & Executive Vice President
Ralph J. Nicoletti Chief Financial Officer & Executive Vice President
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