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.
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
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
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
• 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
• Newell Brands' ability to improve productivity, reduce complexity and
• 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
• 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
• 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.
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.
Number Exhibit Description
99.1 Press Release Regarding Presentation for CAGNY, dated February 22,
99.2 Press Release Regarding Board Refreshment, dated February 22, 2018.
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