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): March 2, 2018 (February 27, 2018)
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2018, Ros L’Esperance notified Newell Brands Inc. (the “Company”) of her resignation from the Board of Directors of the Company, effective immediately. A copy of the Company’s press release announcing the resignation of Ms. L’Esperance is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release Regarding Director Resignation, dated March 1, 2018. | |
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.
| NEWELL BRANDS INC. | ||||||
| Date: March 2, 2018 | By: | /s/ Bradford R. Turner | ||||
| Bradford R. Turner | ||||||
| Its: | Chief Legal and Administrative Officer and Corporate Secretary | |||||
Exhibit 99.1
| Newell Brands Announces Board Change
HOBOKEN, NJ – March 1, 2018 – Newell Brands Inc. (NYSE:NWL) today announced that Ros L’Esperance has resigned from the Newell Board of Directors. This change is currently effective. A former director of Jarden Corporation, Ms. L’Esperance joined the Newell Board in 2016, along with former directors Martin Franklin and Ian Ashken, pursuant to the terms of Newell’s acquisition of Jarden.
“On behalf of the entire Board, we thank Ros for her contributions to Newell Brands over the past two years,” said Michael T. Cowhig, Chairman of the Board. “Ros has been an active and engaged director and the Company has benefited from her support as we drive our accelerated transformation plan into action. We are grateful for her service and wish her all the best.”
About Newell Brands
Newell Brands (NYSE: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Paper Mate®, Sharpie®, Dymo®, EXPO®, Parker®, Elmer’s®, Coleman®, Jostens®, Marmot®, Rawlings®, Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®, Rubbermaid Commercial Products®, Graco®, Baby Jogger®, NUK®, Calphalon®, Rubbermaid®, Contigo®, First Alert®, Waddington and Yankee Candle®. For hundreds of millions of consumers, Newell Brands makes life better every day, where they live, learn, work and play. | ||||
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Contacts:
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| Investors: | Media: | |||
| Nancy O’Donnell | Michael Sinatra | |||
| SVP, Investor Relations and Corporate | Director, External | |||
| Communications | Communications | |||
| +1 (201) 610-6857 | +1 (201) 610-6717 | |||
| nancy.odonnell@newellco.com | michael.sinatra@newellco.com | |||
| or | ||||
| James Golden / Ed Trissel | ||||
| Joele Frank, Wilkinson Brimmer Katcher | ||||
| +1 (212) 355-4449 | ||||