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

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02/16/2018 | 11:09pm CET

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


2018 Long Term Incentive Plan

On February 13, 2018, the Organizational Development & Compensation Committee ("the Committee") of the Board of Directors (the "Board") of Newell Brands Inc. (the "Company") approved the 2018 Long Term Incentive Plan Terms and Conditions under the Company's shareholder approved 2013 Incentive Plan (as amended, the "LTIP"), pursuant to which the Company makes annual long term incentive awards based on shares of the Company's common stock, including restricted stock units ("RSUs"). Under the LTIP, the Committee (or in the case of the Chief Executive Officer, the independent members of the Board) makes time-based RSU and performance-based RSU awards to key employees, including the named executive officers. The value of the LTIP award is based upon a percentage of the named executive officer's salary or other such dollar value as is determined by the Committee. Under the LTIP, a named executive officer's LTIP award is comprised 100% of performance-based RSUs. Performance-based RSU awards under the LTIP vest three years from the date of grant. Time-based RSU awards vest ratably in one-third increments on each of the first, second and third anniversaries of the date of the grant. The performance-based RSUs awarded may vest at 0% to 200% depending upon the satisfaction of a total shareholder return performance criteria. A copy of the LTIP is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

In connection with adopting the LTIP, the Committee also adopted an updated form of RSU agreement. The RSU agreement applicable to the named executive officers' 2018 awards, among other things, provides that if the Grantee's employment with the Company and all affiliates is terminated by the Company for any reason other than Good Cause (as defined in the RSU agreement) or is terminated by the Grantee for Good Reason (as defined in the RSU agreement), prior to the third anniversary of the Award Date (as defined in the RSU agreement), any unvested time-based RSUs and performance-based RSUs will remain outstanding until the applicable vesting date, upon which time they will vest in full (without regard to any continuous employment requirements), provided that any performance-based RSUs will only vest to the extent the applicable performance criteria are achieved. The RSU agreement also provides for full and/or partial vesting of such awards in the event of the Grantee's death, disability or retirement. The updated RSU agreement applicable to named executive officers provides that the Grantee will be subject to confidentiality, non-solicitation, non-competition and non-disparagement restrictive covenants. This does not purport to be a complete description of the updated form of RSU agreement and is qualified in its entirety by reference to the updated form of RSU agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Under the LTIP the following awards were made to the named executive officers, all of which are based on the closing price of the Company's stock on February 14, 2018, or $27.20:

Michael Polk, Chief Executive Officer 367,647 performance-based RSUs,

                                            representing a value of $10,000,000

 Ralph Nicoletti, Executive Vice            102,022 performance -based RSUs,
 President, Chief Financial Officer         representing a value of $2,775,000

 Mark Tarchetti, President                  231,617 performance -based RSUs,
                                            representing a value of $6,300,000

William Burke, Executive Vice President, 113,051 performance -based RSUs,

 Chief Operating Officer                    representing a value of $3,075,000

Bonus Program

On February 13, 2018, the Committee adopted an amendment to the Newell Brands Inc. Management Bonus Plan (the "Bonus Plan") under the shareholder approved 2013 Incentive Plan ( the "Amendment"). The Amendment was adopted to provide for 2018 incentive awards in light of changes in the interpretation of awards under the Bonus Plan after passage of The Tax Cuts and Jobs Act of 2017 (the "TCJA"). Particularly, the TCJA eliminated the $1 million deduction limit under Section 162(m) of the Internal Revenue Code of 1986, as amended, for qualified performance-based compensation payable to "covered employees," effective for tax years beginning on or after January 1, 2018. This does not purport to be a complete description of the Amendment and is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated herein by reference.


The Committee also used its discretion under the Bonus Plan to establish the performance criteria for the 2018 bonus awards. For each named executive officer, 2018 bonus awards will be tied to corporate performance goals previously approved by the Company's shareholders, including adjusted operating cashflow and normalized earnings per share. Following completion of 2018, named executive officers are eligible to receive a bonus equal to such named executive officer's base salary multiplied by the product of the target payout percentage described below and the Aggregate Corporate Performance Bonus Multiplier (as defined below), in each case based on attainment of applicable corporate performance goals, and subject to adjustment up or down, based on individual performance, quality of results or other factors deemed relevant by the Committee.

The "Aggregate Corporate Performance Bonus Multiplier" is a percentage from 0% to 200% determined by the Committee based on specified performance criteria for each applicable 2018 bonus award. The named executive officers participate in the 2018 Bonus Plan with a target payout equal to the percentage of their respective base salary as set forth below. In order to receive their bonuses, participants generally will be required to continue to be employed by the Company through at least December 31, 2018. The amount awarded to a named executive officer under the Bonus Plan will range between 0% and 200% of the target payout indicated below, based on the extent to which applicable performance criteria are met.

                                        Target Payout as a
                                          Percentage of
                     Name                  Base Salary
                     Michael Polk                       150 %
                     Ralph Nicoletti                    100 %
                     Mark Tarchetti                     100 %
                     William Burke                      100 %

Item 9.01 Financial Statements and Exhibits.


         10.1      2018 Long Term Incentive Plan Terms and Conditions

         10.2      Form of 2018 RSU Award Agreement

         10.3      Newell Brands Inc. Amendment to Management Bonus Plan


© Edgar Online, source Glimpses

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Financials ($)
Sales 2018 14 453 M
EBIT 2018 2 092 M
Net income 2018 1 167 M
Debt 2018 9 463 M
Yield 2018 3,46%
P/E ratio 2018 12,35
P/E ratio 2019 11,19
EV / Sales 2018 1,59x
EV / Sales 2019 1,52x
Capitalization 13 546 M
Duration : Period :
Newell Brands Technical Analysis Chart | NWL | US6512291062 | 4-Traders
Technical analysis trends NEWELL BRANDS
Short TermMid-TermLong Term
Income Statement Evolution
Mean consensus HOLD
Number of Analysts 16
Average target price 29,7 $
Spread / Average Target 7,5%
EPS Revisions
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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