Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
As reported on March 15, 2019, Michael B. Polk will be retiring from his
position as President, Chief Executive Officer (“CEO”) and Director of Newell Brands Inc. (the “Company”) at the end of the second quarter 2019 and the Company’s Board of Directors (the “Board”) is conducting a
search for a new CEO. Subsequent to Mr. Polk’s retirement on June 28, 2019, the size of the Board will be reduced to eleven members.
On June 26, 2019, the Company announced that Christopher Peterson, the Company’s current Executive Vice President and Chief
Financial Officer, has been appointed Interim CEO, effective June 28, 2019. Mr. Peterson will continue to serve as Executive Vice President and Chief Financial Officer, a position in which he has served since December 2018. A copy of the
news release dated June 26, 2019 announcing Mr. Peterson’s appointment as Interim CEO is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Mr. Peterson, age 52, served as the Executive Vice President and Chief Operating Officer, Operations of Revlon, Inc. (a global beauty
company) (“Revlon”) from April 2018 to August 2018. Prior to that, Mr. Peterson served as Revlon’s Chief Operating Officer, Operations & Chief Financial Officer from June 2017 until March 2018, and as Chief Operating
Officer, Operations from April 2017 until June 2017. Prior to joining Revlon, Mr. Peterson held several senior management roles at Ralph Lauren Corporation (a designer, marketer and distributor of premium lifestyle products), including serving
as President, Global Brands from April 2015 to May 2016, Executive Vice President, Chief Administrative Officer & Chief Financial Officer from November 2013 to March 2015 and Senior Vice President and Chief Financial Officer from September
2012 to November 2013. Previously, Mr. Peterson held several financial management positions at The Procter & Gamble Company (a global consumer products company) from 1992 to 2012.
There are no family relationships, as defined in Item 401 of Regulation
S-K,
between
Mr. Peterson and any of the Company’s executive officers or directors or persons nominated or chosen to become directors or executive officers. There is no arrangement or understanding between Mr. Peterson and any other person
pursuant to which Mr. Peterson was appointed as Interim CEO of the Company. There are no transactions requiring disclosure under Item 404(a) of Regulation
S-K.
In connection with his appointment as Interim CEO, Mr. Peterson and the Company entered into a compensation arrangement dated
June 25, 2019 (the “Interim CEO Offer Letter”). In addition to the compensation and benefits described in Mr. Peterson’s Compensation Arrangement, dated November 21, 2019, filed with the U.S. Securities and Exchange
Commission with the Company’s 2018 Annual Report on Form
10-K
on March 4, 2019 (the “2018 Compensation Arrangement”), Mr. Peterson will be entitled to receive the following
compensation and benefits:
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(i)
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An increase in base salary from $400,000 to $700,000 for the period from July 1, 2019 through
December 31, 2019, with Mr. Peterson’s annual base salary to return to its present level of $800,000 as of January 1, 2020;
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(ii)
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An increase in target bonus opportunity from $400,000 to $850,000 for the period from July 1, 2019
through December 31, 2019, for a full year 2019 target bonus opportunity of $1.25 million under the Company’s Management Cash Bonus Plan (the “Bonus Plan”), with Mr. Peterson’s target bonus opportunity to return to
100% of base salary as of January 1, 2020; and
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(iii)
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An interim service award of performance based restricted stock units (“RSUs”) with a value of
$1.75 million based on the closing price of the Company’s common stock on the date of grant (the “Interim Service Award”). Vesting of the Interim Service Award will occur partially on July 1, 2020 (57%) and partially on
December 31, 2020 (43%), subject in each case to the Company’s achievement of an adjusted operating cash flow target during the performance period commencing June 1, 2019 and ending June 30, 2020, as approved by the Board of
Directors, as well as Mr. Peterson’s continued employment through each of the vesting dates. If Mr. Peterson terminates employment prior to the vesting of the award, unvested portions of the Interim Service Award will be forfeited
unless provided otherwise in the Interim CEO Offer Letter, the applicable RSU Award Agreement (the “2019 Interim CEO RSU Award Agreement”) or his Employment Security Agreement.
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