UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 10, 2019 (May 7, 2019)

 

 

 

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9608   36-3514169

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

221 River Street

Hoboken, New Jersey 07030

(Address of principal executive offices including zip code)

(201) 610-6600

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common stock, $1 par value per share   NWL   Nasdaq Stock Market LLC

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07, below, on May 7, 2019, at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Newell Brands Inc. (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”), the stockholders of the Company approved a Board proposal (the “Board Proposal”) to amend the Company’s Restated Certificate of Incorporation (the “Charter”) to allow stockholder action by written consent. The new amendment to the Charter was filed with the Secretary of State of the State of Delaware on May 7, 2019 and was effective as of such date.

Conforming amendments to the Company’s By-Laws (the “By-Laws”) to effect changes necessary to allow stockholder action by written consent and to reflect the Company’s recent listing on the Nasdaq Stock Market, LLC, having been duly approved by the Board, became effective on May 7, 2019.

The foregoing descriptions of the amendments to the Charter and By-Laws are qualified in their entirety by the text of the Charter and By-Laws, each as amended, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference in their entirety into this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As noted above, the Company held its Annual Meeting on May 7, 2019. The number of shares of common stock present at the Annual Meeting was 379,122,626 of the 423,082,689 shares outstanding as of the March 15, 2019 record date for the Annual Meeting. Below is a summary of the items voted on by the stockholders at the Annual Meeting.

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

 

DIRECTOR

   FOR      AGAINST      ABSTAIN      BROKER NON-
VOTE 		 

Bridget Ryan Berman

     312,018,199        4,448,923        1,200,667        61,454,837  

Patrick D. Campbell

     307,741,582        8,399,846        1,526,361        61,454,837  

James R. Craigie

     310,919,778        5,504,426        1,243,585        61,454,837  

Debra A. Crew

     309,008,997        7,470,959        1,187,833        61,454,837  

Brett M. Icahn

     309,896,413        6,498,062        1,273,314        61,454,837  

Gerardo I. Lopez

     308,864,817        7,543,749        1,259,223        61,454,837  

Courtney R. Mather

     197,721,428        118,504,815        1,441,546        61,454,837  

Michael B. Polk

     310,953,909        5,474,969        1,238,911        61,454,837  

Judith A. Sprieser

     312,028,444        4,444,147        1,195,198        61,454,837  

Robert A. Steele

     310,610,168        5,706,030        1,351,591        61,454,837  

Steven J. Strobel

     307,008,614        9,308,151        1,351,024        61,454,837  

Michael A. Todman

     306,604,077        9,713,269        1,350,443        61,454,837  

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2019:

 

For

     375,606,441  

Against

     2,523,649  

Abstain

     992,536  

The stockholders approved the advisory resolution approving executive compensation paid to the Company’s named executive officers:

 

For

     217,075,028  

Against

     92,962,598  

Abstain

     7,630,163  

Broker Non-Votes

     61,454,837  

 

2

The stockholders approved a proposal submitted by the Board to amend the Company’s Restated Certificate of Incorporation to allow stockholder action by written consent:

 

For

     305,859,976  

Against

     11,148,863  

Abstain

     658,950  

Broker Non-Votes

     61,454,837  

The stockholders did not approve a proposal submitted by a stockholder seeking modification of the Company’s proxy access bylaw provision:

 

For

     112,358,865  

Against

     203,314,266  

Abstain

     1,994,658  

Broker Non-Votes

     61,454,837  

The stockholders approved a proposal submitted by a stockholder requesting that the Board of Directors prepare a report providing its assessment of the current state of its executive leadership team diversity and its plan to make the team more diverse in terms of race, ethnicity and gender:

 

For

     176,092,565  

Against

     135,101,883  

Abstain

     6,473,341  

Broker Non-Votes

     61,454,837  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

  

Description

3.1    Newell Brands Inc. Restated Certificate of Incorporation, as amended as of May 7, 2019.
3.2    By-Laws of Newell Brands Inc., as amended, effective May 7, 2019.

 

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 10, 2019     NEWELL BRANDS INC.
  By:  

/s/ Bradford R. Turner

   

Chief Legal and Administrative Officer and

Corporate Secretary

 

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