UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒                             Filed by a Party other than the Registrant ☐

Check the appropriate box:

NEWELL BRANDS INC.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

Preliminary Proxy Statement

Dated March 23, 2018

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On [                ], 2018

To the Stockholders of NEWELL BRANDS INC.:

You are cordially invited to attend the annual meeting of stockholders of NEWELL BRANDS INC. (the “Company”) to be held on [                 ], 2018, at [                ], local time at [                ] (the “Annual Meeting”).

At the Annual Meeting, you will be asked to:

Only stockholders of record at the close of business on [                ] ,2018 may vote at the Annual Meeting or any adjournment or postponement thereof.

It is important that your shares be represented and voted at the Annual Meeting. After reading the attached Proxy Statement, even if you plan to attend the Annual Meeting, we request that you vote your shares by marking, signing and dating the enclosed WHITE proxy card and returning it in the enclosed postage-paid envelope or by voting by telephone or by the Internet pursuant to the instructions provided on the enclosed WHITE proxy card.

Your vote is important regardless of the number of shares you own, and your vote will be especially important at this year’s Annual Meeting. As you may have heard, Starboard Value and Opportunity Master Fund Ltd., and certain of its affiliates (together, “Starboard”) have notified the Company that Starboard intends to nominate a slate of [                ] nominees for election as directors to the Company’s Board of Directors (the “Board”) at the Annual Meeting in opposition to, and to replace certain of, the nominees recommended by the Board. You may receive solicitation materials from Starboard, including opposition proxy statements and a BLUE proxy card. We are not responsible for the accuracy of any information provided by or relating to Starboard or its nominees contained in solicitation materials filed or disseminated by or on behalf of Starboard or any other statements Starboard may make.

The Board does not endorse any Starboard nominee and unanimously recommends that you vote on the WHITE proxy card or voting instruction form “FOR” the director nominees listed in the Company’s Proxy Statement under the section captioned “PROPOSAL 1—ELECTION OF DIRECTORS.” The Board strongly urges you to discard any BLUE proxy card

sent to you by Starboard. If you have previously submitted a BLUE proxy card sent to you by Starboard, you can revoke that proxy and vote for the Board’s nominees and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE proxy card. Only the latest validly executed proxy card that you submit will be counted. The Board urges you not to sign or return or vote the BLUE proxy card sent to you by Starboard. If you attend the Annual Meeting, you may vote your shares in person, even if you have previously submitted a proxy in writing, by telephone or through the Internet.

We appreciate your continued confidence in our Company and look forward to seeing you at [                ] on [                ], 2018.

[                        ]

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on

[                ], 2018—the Company’s Proxy Statement and 2017 Annual Report to Stockholders are available at

WWW.PROXYVOTE.COM

If you have any questions or require assistance in voting your WHITE proxy card, please contact our proxy solicitor:

TABLE OF CONTENTS

NEWELL BRANDS INC.

221 River Street, Hoboken, New Jersey 07030

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [                ], 2018

You are receiving this Proxy Statement and WHITE proxy card from us because you own shares of common stock of Newell Brands Inc. (the “Company”). This Proxy Statement describes the items on which the Company would like you to vote. It also gives you information so that you can make an informed voting decision. The Company first mailed this Proxy Statement and the WHITE proxy card to stockholders on or about [                ], 2018.

DATE, TIME AND PLACE OF THE ANNUAL MEETING

The Company will hold the 2018 annual meeting (the “Annual Meeting”) at [                ], at [                ], local time, on [                ], 2018.

QUESTIONS AND ANSWERS ABOUT

VOTING AT THE ANNUAL MEETING AND RELATED MATTERS

Who is entitled to vote at the Annual Meeting?

Record holders of the Company’s common stock at the close of business on [                ], 2018 are entitled to notice of and to vote at the Annual Meeting. On the record date, approximately [                ] shares of common stock were issued and eligible to vote.

What constitutes a quorum for the Annual Meeting?

A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of the outstanding shares of common stock of the Company, present in person or by proxy, will constitute a quorum. Votes cast in person or by proxy at the Annual Meeting will be tabulated by the inspectors of election appointed for the Annual Meeting. The inspectors of election will determine whether a quorum is present at the Annual Meeting. The inspectors of election will treat instructions to withhold authority, abstentions and broker non-votes as present for purposes of determining the presence of a quorum. In the event that a quorum is not present at the Annual Meeting, the Company expects that the Annual Meeting will be adjourned to solicit additional proxies.

How are votes counted?

You are entitled to one vote for each share you own on the record date on the election of directors and each proposal to be considered at the Annual Meeting. If your common stock is held in “street name” (i.e., in the name of a bank, broker or other record holder), you will need to instruct your broker or bank regarding how to vote your common stock. Pursuant to New York Stock Exchange (“NYSE”) rules, your broker or bank does not have discretion to vote your common stock without your instructions regarding the election of directors, the advisory vote on executive compensation, and the Shareholder Proposal. If you do not provide your broker or bank with voting instructions regarding these proposals, your shares of common stock will not be considered present at the Annual Meeting of stockholders for purposes of voting on these proposals. However, please note that banks and brokers that have not received voting instructions from their clients may vote their clients’ shares on the ratification of the appointment of PricewaterhouseCoopers LLP.

1

Why have I received different color proxy cards?

Starboard has notified the Company that it intends to nominate a slate of [                ] nominees for election as directors at the Annual Meeting in opposition to the nominees recommended by the Company’s Board of Directors (the “Board”). The Company has provided you with the enclosed WHITE proxy card. Starboard may send you a BLUE proxy card.

The Board unanimously recommends using the enclosed WHITE proxy card to vote FOR each of the Board’s nominees for directors. The Board recommends that you simply DISREGARD the BLUE proxy card. Please see “What should I do if I receive a BLUE proxy card from Starboard?” below for more information.

Have other candidates been nominated for election as directors at the Annual Meeting in opposition to the Board’s nominees?

Yes. As noted above, Starboard, a shareholder of the Company, has notified the Company of Starboard’s intention to nominate a slate of [                ] nominees for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board. The Board does not endorse any Starboard nominees and unanimously recommends that you vote “FOR” all of the nominees proposed by the Board using the WHITE proxy card accompanying this Proxy Statement. The Board strongly urges you to discard any BLUE proxy card sent to you by Starboard.

How many votes are required to elect a director or approve a proposal?

Election of Directors. Starboard has notified us that it intends to nominate a slate of [                ] nominees for election as directors to the Board at the Annual Meeting in opposition to the [                ] nominees recommended by the Board. If Starboard proceeds with its alternative nominations, the number of director nominees will be [                ], which exceeds the number of directors to be elected. As provided in the Company’s By-Laws, as amended as of April 15, 2016, in such a situation, the [                ] nominees who receive the greatest number of votes cast will be elected. Abstentions and broker non-votes will not be counted as a vote cast and will have no effect on the outcome of the election.

Ratification of the appointment of PricewaterhouseCoopers LLP, approval of executive compensation, the stockholder proposal and approval of any other proposals. The vote required for the ratification of the appointment of PricewaterhouseCoopers LLP, the approval of executive compensation in the advisory vote, the stockholder proposal and the approval of any other proposal that may properly come before the Annual Meeting or any adjournment or postponement of the meeting, is the affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote at the Annual Meeting. With respect to any such proposal, you may vote in favor of or against the item or you may abstain from voting. Any proxy marked “abstain” with respect to such proposal will have the effect of a vote against the proposal.

How do I vote my shares?

You may attend the Annual Meeting and vote your shares in person. You also may choose to submit your proxies by any of the following methods:

2

If you are a stockholder whose shares are held in “street name,” you must either direct the record holder of your shares how to vote your shares or obtain a proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.

This Proxy Statement is also being used to solicit voting instructions for the shares of the Company’s common stock held by the trustee of the Newell Brands Employee Savings Plan and the Rexair LLC Retirement Savings and Investment Plan for the benefit of plan participants. Participants in these plans have the right to direct the trustee regarding how to vote the shares of Company stock credited to their accounts. Unless otherwise required by law, the shares credited to each participant’s account will be voted as directed. Participants in these plans may direct the trustee by telephone, through the Internet or by completing and returning a voting card. If valid instructions are not received from a Newell Brands Employee Savings Plan or a Rexair LLC Retirement Savings and Investment Plan participant by 11:59 p.m. Eastern Daylight Time on [                ], 2018, a participant’s shares will be voted proportionately by the trustee in the same manner in which the trustee votes all shares for which it has received valid instructions.

How may I revoke or change my vote?

You may revoke your proxy at any time before it is voted at the Annual Meeting by any of the following methods:

Newell Brands Inc.

221 River Street

Hoboken, New Jersey 07030

Attention: Corporate Secretary

If you have previously submitted a BLUE proxy card sent to you by Starboard, you can revoke that proxy and vote for the nominees proposed by the Board and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE proxy card. Only the latest validly executed proxy card that you submit will be counted.

3

If you require assistance in changing or revoking your proxy, please contact the Company’s proxy solicitor:

Morrow Sodali LLC

509 Madison Avenue, Suite 1608

New York, NY 10022

Phone Number: 1-800-662-5200

Email: NWLinfo@morrowsodali.com

What should I do if I receive a BLUE proxy card from Starboard?

Starboard has notified us that it intends to nominate a slate of [            ] nominees for election as directors to the Board at the Annual Meeting in opposition to the nominees recommended by the Board. The Company does not know whether Starboard will in fact nominate individuals for election as directors at the Annual Meeting or solicit proxies. You may receive solicitation materials from Starboard, including opposition proxy statements and a BLUE proxy card. We are not responsible for the accuracy of any information provided by or relating to Starboard or its nominees contained in solicitation materials filed or disseminated by or on behalf of Starboard or any other statements Starboard may make.

The Board does not endorse any Starboard nominee and unanimously recommends that you disregard any BLUE proxy card or solicitation materials that may be sent to you by Starboard. Voting to “WITHHOLD” with respect to any of Starboard’s nominees on its BLUE proxy card is not the same as voting for the Board’s nominees because a vote to “WITHHOLD” with respect to any of Starboard’s nominees on its BLUE proxy card will revoke any proxy you previously submitted.

If you have already voted using the BLUE proxy card, you have every right to change your vote by voting via the Internet or by telephone by following the instructions on the WHITE proxy card, or by completing and mailing the enclosed WHITE proxy card in the enclosed pre-paid envelope. Only the latest validly executed proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting by following the instructions under “How may I revoke or change my vote?” If you have any questions or require any assistance with voting your shares, please contact Morrow Sodali LLC toll-free at 1-800-662-5200.

What does it mean if I receive more than one WHITE proxy card or voting instruction form?

It generally means your shares are registered differently or are in more than one account. Please provide voting instructions for each WHITE proxy card or, if you vote via the Internet or by telephone, vote once for each WHITE proxy card you receive to ensure that all of your shares are voted.

If Starboard proceeds with its previously announced alternative director nominations, you will likely receive multiple mailings from Starboard, and we will likely conduct multiple mailings prior to the date of the Annual Meeting so that shareholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. Only the latest validly executed proxy card you submit will be counted. If you wish to vote as recommended by the Board, you should only submit the WHITE proxy card. Please see “What should I do if I receive a BLUE proxy card from Starboard?” above for more information.

Who will count the votes?

Representatives from [                ] will tabulate the votes and act as an independent inspector of election for the Annual Meeting.

Who will pay the costs of solicitation of proxies?

This Proxy Statement and the accompanying WHITE proxy card are being furnished to stockholders in connection with the solicitation of proxies by the Board of the Company. The Company will pay the costs of soliciting proxies.

4

Who is the Company’s proxy solicitor?

The Company will pay the cost of soliciting proxies. The Company has retained Morrow Sodali LLC (“Morrow Sodali”) to aid in the solicitation of proxies and to verify certain records related to the solicitation. The Company will pay Morrow Sodali a fee of $[                 ] as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses. We expect that Morrow Sodali will engage approximately [                ] employees to assist us in connection with the solicitation of proxies. As a result of the proxy contest conducted by Starboard, the Company’s aggregate expenses related to the solicitation of proxies from stockholders (including expenses relating to the retention of Morrow Sodali, but excluding the amount normally expended for a solicitation for an election of directors in the absence of a contest and salaries and wages of regular employees and officers) are expected to be approximately $[                ] million, of which approximately $[                ] has been incurred to date.

In addition to solicitation by mail, directors, officers and employees of the Company, at no additional compensation, may solicit proxies from stockholders by telephone, facsimile, Internet or in person. Upon request, the Company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending the proxy materials to beneficial owners.

How will my shares be voted?

If you vote by mail, through the Internet, by telephone or in person, your shares of common stock will be voted as you direct.

If you sign and return your WHITE proxy card, but do not specify how your shares of common stock are to be voted, your shares of common stock will be voted, except in the case of broker non-votes, where applicable, as recommended by the Board.

We recommend that you vote on your WHITE proxy card as follows:

The Board has determined to remain neutral, and therefore does not make any recommendation, relating to the shareholder proposal described under the caption “PROPOSAL 4—SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT” beginning on page 83.

We strongly urge you to discard any BLUE proxy card sent to you by Starboard.

How do I submit a stockholder proposal for the 2019 annual meeting?

To be considered for inclusion in next year’s proxy materials, stockholder proposals to be presented at the Company’s 2019 annual meeting of stockholders must be in writing and be received by the Company no later than [                ], 2018. At the 2019 annual meeting, the Company’s management will be able to vote proxies in its discretion on any proposal not included in the Company’s Proxy Statement for such meeting if the Company does not receive notice of the proposal on or before [                ], 2019.

If a stockholder does not submit a proposal for inclusion in next year’s proxy statement, but instead wishes to present it directly at the 2019 annual meeting, the Company’s By-Laws require that the stockholder notify the Company of such proposal in writing no later than 90 days prior to the anniversary date of the Annual Meeting, or [                ], 2019. The stockholder must also comply with the requirements of Section 2.12 of the Company’s By-Laws with respect to stockholder proposals.

5

How do I nominate a candidate for election as a director at the 2019 annual meeting?

Any stockholder wishing to nominate a candidate for election as a director at the Company’s Annual Meeting must notify the Company in writing no later than [                ], 2019. Such notice must include appropriate biographical information and otherwise comply with the requirements of the Company’s Restated Certificate of Incorporation and By-Laws relating to stockholder nominations of directors. In addition, the proxy access By-Law provision adopted by the Board in February 2016 allows qualifying stockholders to include their director nominees in the Company’s proxy materials by giving notice in writing no later than [                ], 2019. Such notice of a proxy access nomination must set forth certain information specified in the proxy access By-Law about each stockholder submitting a nomination and each person being nominated as a candidate for election as a director.

How do I provide a notice of my intention to present proposals and director nominations at the 2019 annual meeting?

Notices of intention to present proposals and director nominations at the 2019 annual meeting or requests in connection therewith, including requests for copies of the relevant provisions of the Company’s Restated Certificate of Incorporation or By-Laws relating to proposals and director nominations, should be addressed to Newell Brands Inc., 221 River Street, Hoboken, New Jersey 07030, Attention: Corporate Secretary.

How can I obtain a copy of the Company’s 2017 annual report on Form 10-K?

A copy of the Company’s 2017 annual report on Form 10-K (including the financial statements and financial statement schedules), as filed with the SEC, may be obtained without charge upon written request to the office of the Corporate Secretary of the Company at 221 River Street, Hoboken, New Jersey 07030. A copy of the Company’s Form 10-K and other periodic filings also may be obtained under the “SEC Filings” link under the “Investors” tab on the Company’s website at www.newellbrands.com and from the SEC’s EDGAR database at www.sec.gov. The information contained on, or accessible from, the Company’s website is not incorporated by reference into this proxy statement or any other report or document the Company files with or furnishes to the SEC, and references to the Company’s website are intended to be inactive textual references only.

What is householding?

As permitted by the Securities Exchange Act of 1934, only one copy of the notice or proxy materials is being delivered to stockholders residing at the same address, unless the stockholders have notified the Company of their desire to receive multiple copies of the notice or proxy materials. This is known as “householding.”

The Company will promptly deliver, upon oral or written request, a separate copy of the notice or proxy materials to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Newell Brands Inc., 221 River Street, Hoboken, New Jersey 07030, Attention: Corporate Secretary. Stockholders of record residing at the same address and currently receiving multiple copies of the notice or proxy materials may contact our transfer agent, Computershare Investor Services, to request that only a single copy of the notice or proxy materials be mailed in the future.

Contact Computershare by phone at (877) 233-3006 or (312) 360-5217 or by mail at P.O. Box 30170, College Station, TX 77842-3170.

Stockholders may also contact their bank, broker or other nominee to make a similar request.

6

Could other business be conducted at the Annual Meeting?

The Board does not know of any business to be brought before the Annual Meeting other than the matters described in the notice of Annual Meeting. However, if any other matters properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting, each person named in the accompanying proxy intends to vote the proxy in accordance with his judgment on such matters.

7

Proxy Statement Summary

We are providing this Proxy Statement to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Newell Brands Inc. (“Newell” or the “Company”) for the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) and for any adjournment or postponement of the Annual Meeting. Below are highlights of certain information in this Proxy Statement. As it is only a summary, please review our complete Proxy Statement and 2017 Annual Report before you vote.

A definitive proxy statement is intended to be released to you on or about [                ], 2018.

2018 ANNUAL MEETING OF SHAREHOLDERS

Agenda Items:

CORPORATE GOVERNANCE HIGHLIGHTS

SHAREHOLDER ENGAGEMENT

We value the views of our shareholders and we believe that building positive relationships with our shareholders is critical to our long-term success. To help management and the Board understand and

8

consider the issues that matter most to our shareholders, we periodically engage with our shareholders on a range of topics related to executive compensation, governance and sustainability matters. During 2017 and the first quarter of 2018, we conducted outreach with 16 investors representing approximately 61% of shareholders.

COMMITMENT TO SUSTAINABILITY

At Newell Brands, sustainability is important to what we do. We have been rated favorably by MSCI and ISS in their measures and reporting on sustainability performance.

COMPENSATION HIGHLIGHTS

(see page 32 for our Compensation Discussion and Analysis)

9

BACKGROUND OF THE STARBOARD SOLICITATION

On January 25, 2018, at approximately 8:30 am, Eastern Time, the Company issued a press release announcing preliminary fourth quarter and full year results, as well as a series of strategic initiatives to accelerate its transformation plan, improve operational performance and enhance shareholder value. The Company also announced the resignations of Martin E. Franklin, lan G.H. Ashken and Domenico De Sole and, shortly thereafter, filed a Current Report on Form 8-K with the SEC regarding those resignations that had been approved by each former director.

According to disclosures made to the Company in Starboard Value and Opportunity Master Fund Ltd’s (together with its affiliates, “Starboard”) nomination notice, Starboard made its first purchase of the Company’s common stock on January 25, 2018, the same day that the resignations of Messrs. Franklin, Ashken and De Sole were disclosed.

On February 5, 2018, the Company received a request from Olshan Frome Wolosky LLP (“Olshan”) for documentation to be used by a shareholder seeking to submit director nominations to the Board. A representative of Olshan confirmed that the firm was working on behalf of Starboard and the Company provided the requested documentation. The Company received this request ten days after Starboard made its first purchase of the Company’s common stock and absent any prior contact from, or discussion with, Starboard.

On February 7, 2018, Kevin C. Conroy delivered a letter to Michael T. Cowhig, Chairman of the Board, regarding his intentions to leave his current full time position with MGM and, in accordance with the Company’s corporate governance guidelines, offering to tender his resignation for consideration. Mr. Conroy noted that it was his desire to continue to serve as a member of the Board and, accordingly, the Board did not accept his resignation.

On February 7, 2018, as part of the Company’s ongoing outreach to shareholders, Michael B. Polk, Chief Executive Officer, made a phone call to Carl C. Icahn to offer a meeting to discuss the Company and its businesses because Mr. Icahn was rumored to be accumulating a position in the Company’s common stock. Mr. Icahn declined to confirm whether he had a position in the Company’s common stock but said that he would call Mr. Polk back shortly concerning scheduling a meeting.

On February 8, 2018, eighteen days after Messrs. Franklin, Ashken and De Sole resigned from the Board, Starboard delivered a notice to the Company announcing its intention to nominate ten individuals to the Board at the Company’s Annual Meeting, including Messrs. Franklin, Ashken and De Sole. The Company had no contact from or discussion with any Starboard principals prior to the above-mentioned February 8 communication.

On February 8, 2018, the Wall Street Journal reported that, according to unnamed sources, Starboard intended to nominate a full slate of directors to replace the existing Board.

On February 8, 2018, after receiving Starboard’s notice and consistent with the Company’s commitment to welcoming shareholder input toward the goal of enhancing shareholder value, Mr. Polk had his first conversation with Jeffrey C. Smith of Starboard regarding Starboard’s views on the Company. Mr. Polk also had a brief discussion with Mr. Franklin regarding the nomination.

On February 8, 2018, Mr. Icahn called Mr. Polk back to arrange the meeting Mr. Polk offered the day before.

On February 9, 2018, the Company confirmed in a press release that Starboard had nominated a full slate of directors to replace the existing Board.

On February 12, 2018, four days after announcing its intention to nominate ten individuals to the Board at the Company’s Annual Meeting, Starboard issued a press release and accompanying letter to Mr. Polk and the Board announcing its proposed slate of director nominees and expressing views regarding the Company.

10

On February 14, 2018, the Company convened its regularly scheduled Board meeting at which all directors, including Mr. Polk, were present. Ros L’Esperance recused herself from portions of the meeting, citing conflicts of interest with respect to her present business dealings with Messrs. Franklin and Ashken. Bradford R. Turner, Chief Legal & Administrative Officer and Corporate Secretary, Ralph Nicoletti, Chief Financial Officer, Mark S. Tarchetti, President of the Company, and various other members of senior management were also present. At the meeting, Mr. Tarchetti updated the Board regarding the progress achieved with respect to the accelerated transformation plan. Michael A. Todman, Chairman of the Nominating/Governance Committee, also updated the Board regarding the search to identify potential candidates who would add diversity to the perspectives and experience represented on the Board.

On February 21, 2018, the Company convened a special telephonic meeting of the Board at which all directors, including Mr. Polk, Ms. L’Esperance and Mr. Conroy, were present, other than Scott S. Cowen. Mr. Turner and a representative of Jones Day also participated by telephone. At the meeting, the Nominating/Governance Committee recommended, and the Board, including Ms. L’Esperance and Mr. Conroy, approved, the increase in the size of the Board to eleven, the election of James R. Craigie and Debra A. Crew, effective immediately, and the nomination of Judith A. Sprieser to stand for election at the Annual Meeting.

On February 22, 2018, the Company delivered a letter to Starboard regarding Starboard’s February 8, 2018 notice and identified several deficiencies contained in the notice.

Also on February 22, 2018, Mr. Polk made a presentation to investors at the CAGNY Conference outlining and updating the Company’s transformation plan and expectations for 2018.

On the same day, the Company issued a press release updating investors on its accelerated transformation plan and announcing that the Board had increased its size from nine to eleven members. The press release also announced a significant refreshment of its Board with the appointment of two new independent directors, effective immediately: Mr. Craigie and Ms. Crew. Additionally, the Company announced its intention to nominate Ms. Sprieser to the Board at the Company’s Annual Meeting.

On February 23, 2018, Starboard responded to the Company’s February 22, 2018 letter with additional director information, without conceding or admitting to any deficiencies in its February 8, 2018 letter.

On February 23, 2018, Mr. Polk, joined by Nancy O’Donnell, Senior Vice President, Investor Relations and Corporate Communications, met with Mr. Icahn and certain of his associates to discuss the Company’s accelerated transformation plan that had been presented at CAGNY the day before.

On February 26, 2018, Ms. L’Esperance notified the Company that she intended to resign from the Board, effective February 27, 2018.

On February 28, 2018, Mr. Polk held a Town Hall meeting for employees of the Company. During the Town Hall, Mr. Polk updated employees regarding the Company’s fourth quarter and year-end performance, as well as the accelerated transformation plan.

On March 1, 2018, Bloomberg News reported that Ms. L’Esperance had resigned from the Board.

On March 2, 2018, the Company issued a press release announcing Ms. L’Esperance’s departure and thanking her for her involvement in the Board and her support for the accelerated transformation plan. Shortly thereafter, the Company filed a Current Report on Form 8-K with the SEC regarding the resignation.

11

On March 2, 2018, the Company received a books and records demand from Starboard under Section 220 of the Delaware General Corporation Law (the “DGCL”), requesting certain information from the Company.

On March 3, 2018, Starboard delivered a supplemental notice to the Company notifying the Company of additional proposed nominees for election to the Board at the Annual Meeting.

On March 4, 2018, Mr. Conroy notified the Company in writing that he intended to resign from the Board, effective immediately, for personal reasons.

On March 5, 2018, Starboard issued a press release and accompanying letter to the Company’s stockholders announcing its additional proposed nominees and expressing additional views regarding the Company.

On March 5, 2018, Starboard delivered a letter to the Board addressing certain change in control provisions under certain of the Company’s material agreements.

On March 6, 2018, Starboard filed its preliminary proxy statement in connection with the Annual Meeting.

Early on March 8, 2018, Bloomberg News, citing unnamed sources, reported that Mr. Conroy had resigned from the Board. Later in the day on March 8, 2018, the Company issued a press release announcing the resignation of Mr. Conroy thanking him for his involvement in the Board and his support for the accelerated transformation plan. Also on March 8, 2018, the Company publicly filed Mr. Conroy’s resignation letter with the SEC in a Current Report on Form 8-K.

On March 8, 2018, the Company delivered a letter to Starboard indicating that the Board, in accordance with its fiduciary duties, was and would continue to give due consideration to the issues implicated by the change of control provisions in certain of the Company’s debt instruments.

On March 9, 2018, the Company responded to Starboard’s books and records demand under Section 220 of the DGCL, providing certain information requested by Starboard.

On March 9, 2018, Mr. Polk, joined by Mr. Tarchetti, met again with Mr. Icahn and certain of his associates to have further discussions regarding the Company’s accelerated transformation plan and governance matters.

On March 12, 2018, Bloomberg News reported that Mr. Conroy had provided an emailed statement, contrary to his prior written and oral communications with the Company, asserting for the first time, to the Company’s knowledge, that he did not believe the Company’s current course was the optimal path forward.

On March 13, 2018, the Company mailed a letter to all of its shareholders addressing certain points raised by Starboard in Starboard’s prior communications and updating shareholders regarding its accelerated transformation plan.

On March 15, 2018, as part of the Company’s ongoing outreach to shareholders and at the request of Starboard, Mr. Polk and representatives of Goldman Sachs met with Mr. Smith, Gavin Mollinelli, and Patrick Sullivan of Starboard.

On March 16, 2018, Mr. Icahn and his affiliates filed a Schedule 13D with the SEC disclosing, in the aggregate, a 6.86% ownership interest in the Company’s common stock.

Shortly after the filing of the Schedule 13D, Messrs. Polk, Tarchetti and Turner attended a meeting with Mr. Icahn, Brett Icahn, Courtney Mather, Andrew Langham and Louie Pastor at Mr. Icahn’s office. At the outset of the meeting, the parties signed a customary confidentiality agreement. During the meeting, Messrs. Polk and Tarchetti discussed with Mr. Icahn and his associates the Company’s accelerated transformation plan and the prospect of further Board refreshment.

On March 17, 2018, the Company convened a special telephonic meeting of the Board at which all directors, including Mr. Polk, were present other than Thomas E. Clarke and Raymond G. Viault. Mr. Turner and representatives of Jones Day and Goldman Sachs also participated by telephone.

12

Following an update from Messrs. Polk, Tarchetti and Turner on the meeting with Mr. Icahn and his associates, the Board discussed with management, Jones Day and Goldman Sachs the possibility of entering into an agreement with Mr. Icahn and expanding the accelerated transformation plan. Following this discussion, the Board instructed Mr. Polk to continue conversations with Mr. Icahn to determine whether an agreement could be reached prior to the market open on Monday, March 19, 2018. After the Board meeting, Messrs. Polk and Turner continued discussions with Mr. Icahn and his associates late into the evening and into the next day. The parties discussed the possibility of an eleven-person Board with five directors designated by Mr. Icahn, including the Chairman of the Board.

In the afternoon on March 18, 2018, the Company convened another special telephonic meeting of the Board at which all directors, including Mr. Polk, were present other than Mr. Clarke. Mr. Turner and representatives of Jones Day and Goldman Sachs also participated by telephone. Messrs. Polk and Turner informed the Board that Mr. Icahn would support the Company’s transformation plan and director slate if the Board would, effective upon the execution of a definitive agreement, elect Patrick Campbell as non-executive Chairman of the Board and each of Messrs. Brett Icahn, Langham and Mather as directors. Under Mr. Icahn’s proposal, the Company’s longer tenured directors, consisting of Messrs. Clarke, Cowhig, Cowen and Viault, would agree to resign, effective upon the execution of a definitive agreement. In addition, in connection with the nomination of the director slate for the Annual Meeting, the board size would be increased to eleven and the Company would nominate Ms. Sprieser and an additional independent director designated by Mr. Icahn to fill the resulting two vacancies. The Board engaged in discussion regarding Mr. Icahn’s proposal with management, Jones Day and Goldman Sachs, including a discussion of the potential director resignations and each of the potential director candidates suggested by Mr. Icahn. Following the discussion, the Board authorized Messrs. Polk and Turner to negotiate and finalize the terms of a definitive agreement with Mr. Icahn and his affiliates. In addition, the Nominating/Governance Committee recommended, and the Board approved, effective upon the resignations of Messrs. Clarke, Cowhig, Cowen and Viault and the effectiveness of a definitive agreement with Mr. Icahn, the election of Mr. Campbell as non-executive Chairman of the Board, and Messrs. Brett Icahn, Langham and Mather as directors. As a part of these determinations, the Board reduced its size to nine.

Following the meeting, Mr. Turner, on behalf of the Company, and Mr. Pastor, on behalf of Mr. Icahn, negotiated the final terms of the director appointment and nomination agreement (the “Nomination Agreement”). In the interim, each of Messrs. Clarke, Cowhig, Cowen and Viault delivered notice of their resignations from the Board, effective upon the execution of a definitive agreement with Mr. Icahn and his affiliates.

Also on March 18, 2018, as part of the Company’s ongoing outreach to shareholders and consistent with the Company’s goal of enhancing shareholder value, Mr. Polk and Mr. Smith had a conversation regarding Starboard’s intentions in the ongoing proxy contest.

Later that night, the Company executed and entered into the Nomination Agreement with Messrs. Icahn, Brett Icahn, Mather and Langham, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (collectively, the “Icahn Group”).

On March 19, 2018, the Company issued a press release announcing the Company’s entry into the Nomination Agreement with the Icahn Group and announcing the election of Mr. Campbell as Chairman of the Board, and Messrs. Brett Icahn, Langham and Mather as directors.

Also on March 19, 2018, Mr. Icahn and his affiliates filed an amendment to the Schedule 13D they previously filed with the SEC on March 16, 2018, disclosing, in the aggregate, a 6.96% ownership interest in the Company’s common stock.

On March 20, 2018, Starboard issued a press release and accompanying letter to the Company’s stockholders announcing that Messrs. Franklin, Ashken, De Sole and Lillie were each withdrawing their

13

names as proposed nominees for election to the Board at the Annual Meeting and that Starboard intended to monitor the current situation at Newell, reserving its right to nominate a minority slate to the Board.

On March 23, 2018, the Company publicly filed its preliminary proxy statement with regard to its nominees and proposals.

14

PROPOSAL 1—ELECTION OF DIRECTORS

ELECTION OF DIRECTORS

The Board has selected the following [                ] nominees for election to the Board. The nominees will hold office from their election until the next annual meeting of stockholders, or until their successors are elected and qualified. Pursuant to the Company’s Corporate Governance Guidelines, a director is subject to mandatory retirement at the annual meeting immediately following the attainment of age 75.

Proxies will be voted, unless otherwise indicated, FOR the election of the [                ] nominees for director. Each of the nominees currently served as a director of the Company during 2017, with the exception of James R. Craigie and Debra A. Crew, who were appointed to the Board effective February 21, 2018, Patrick D. Campbell, Brett Icahn, Andrew Langham and Courtney R. Mather, who were appointed to the Board effective March 18, 2018, and Judith A. Sprieser and [                ]. The Company previously announced its intention to nominate Ms. Sprieser and [                ] for election to the Board at the Annual Meeting. Each of the nominees identified in this Proxy Statement has consented to being named as a nominee in the Company’s proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s shareholders. The Company has no reason to believe that any of the nominees will be unable to serve as a director. However, should any nominee be unable to serve if elected, the Board may reduce the number of directors, or proxies may be voted for another person nominated as a substitute by the Board.

The Board unanimously recommends that you vote on the WHITE proxy card or voting instruction form “FOR” the [                ] director nominees listed below. Starboard notified the Company that it intends to nominate a slate of [                ] nominees for election as directors to the Board. As a result, if Starboard proceeds with its alternative nominations, the number of Director nominees will exceed the number of Directors to be elected, and the [                ] nominees who receive the greatest number of votes cast will be elected.

The Board recommends that you simply DISREGARD any BLUE proxy card that may be sent to you by Starboard and only vote using the enclosed WHITE proxy card. Voting AGAINST Starboard’s nominees on its BLUE proxy card is NOT the same as voting FOR our Board’s director nominees because a vote against Starboard’s nominees on its BLUE proxy card will revoke any previous proxy submitted by you, including any vote you may have made for the Board’s nominees. If you have already voted using the BLUE proxy card sent to you by Starboard, you may change it by voting in favor of the Board’s director nominees using the enclosed WHITE proxy card or by voting via Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only the latest validly executed proxy that you submit will be counted. If you have any questions or require any assistance with voting your shares, please contact Morrow Sodali LLC toll-free at 1-800-662-5200.

15

The Board of Directors unanimously recommends that you vote FOR the election of each nominee for director.

16

17

18

19

YOUR VOTE IS EXTREMELY IMPORTANT. The Board unanimously recommends a vote FOR the election of the above [            ] director nominees on the WHITE proxy card. The Board does NOT endorse any Starboard nominees and urges you NOT to sign or return the BLUE proxy card sent to you by Starboard. The Company is not responsible for the accuracy of any information provided by or relating to Starboard or its nominees contained in solicitation materials filed or disseminated by or on behalf of Starboard or any other statements that Starboard may make.

Pursuant to the Nomination Agreement, the Icahn Group retains the right to designate an additional independent director, who shall be approved by the Board, to stand for election at the Company’s Annual Meeting. Once such candidate is identified, this Proxy Statement will be amended to include him or her.

20

INFORMATION REGARDING BOARD OF DIRECTORS AND COMMITTEES

AND CORPORATE GOVERNANCE

General

The primary responsibility of the Board is to oversee the affairs of the Company for the benefit of the Company’s stockholders. To assist it in fulfilling its duties, the Board has delegated certain authority to the Audit Committee, the Finance Committee, the Organizational Development & Compensation Committee and the Nominating/Governance Committee. The duties and responsibilities of these standing committees are described below under “Committees.”

The Board has adopted the “Newell Brands Inc. Corporate Governance Guidelines.” The purpose of these guidelines is to ensure that the Company’s corporate governance practices enhance the Board’s ability to discharge its duties on behalf of the Company’s stockholders. The Corporate Governance Guidelines are available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com and may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 221 River Street, Hoboken, New Jersey 07030. In connection with the Nomination Agreement, the Board waived for Mr. Langham the provision of its Corporate Governance Guidelines limiting directors to service on three other public company boards. Mr. Langham serves on four other public company boards, although two of these boards, CVR Partners, LP and CVR Refining, LP, are affiliates of the same ultimate parent Company, CVR Energy, Inc., which is indirectly controlled by Carl C. Icahn, the Chairman of Icahn Enterprises, Mr. Langham’s employer.

The Board has taken the following actions with respect to the Company’s corporate governance practices:

21

The Company has an independent Chairman of the Board.

The positions of Chairman of the Board and CEO are usually held by different persons. The Board believes that this separation has served the Company well for many years. However, the Board is free to change this at any time and in the manner it determines to be best for the Company under the then existing circumstances. Should the Chairman of the Board position be held by the CEO, the Board will appoint a lead independent director. Mr. Campbell currently serves as non-executive Chairman of the Board.

Director Independence

Pursuant to the Corporate Governance Guidelines, the Board undertook its annual review of director independence in February 2018. Furthermore, in February and March 2018, the Board undertook a review of Mr. Craigie’s, Ms. Crew’s, Ms. Sprieser’s, and Messrs. Campell’s, Icahn’s, Langham’s, Mather’s and [            ]’s independence. During these reviews, the Board considered whether or not each director and each nominee has any material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and has otherwise complied with the requirements for independence under the applicable NYSE rules.

As a result of these reviews, the Board affirmatively determined that all of the Company’s current directors and nominees are “independent” of the Company and its management within the meaning of the applicable NYSE rules and under the standards set forth in the Corporate Governance Guidelines, with the exception of Michael B. Polk. Mr. Polk is not considered an independent director because of his employment as Chief Executive Officer of the Company.

Meetings

The Company’s Board held seven meetings during 2017. All directors attended at least 75% of the Board meetings, including the 2017 annual meeting and meetings of Board committees on which they served. Under the Company’s Corporate Governance Guidelines, each director is expected to attend the Annual Meeting of the Company’s stockholders.

The Company’s non-management directors held five meetings during 2017 separately in executive session without any members of management present. The Company’s Corporate Governance Guidelines provide that the presiding director at each such session is the Chairman of the Board or lead director, or in his or her absence, the person the Chairman of the Board or lead director so appoints. The Chairman of the Board currently presides over executive sessions of the non-management directors.

Committees

The Board has an Audit Committee, a Finance Committee, an Organizational Development & Compensation Committee and a Nominating/Governance Committee.

Pursuant to the previously described Nomination Agreement and concurrently with their appointments to the Board, Mr. Mather was appointed to the Finance Committee, as committee chair, Mr. Brett Icahn was appointed to the Finance Committee, Mr. Mather and Mr. Brett Icahn were appointed to the Organizational Development & Compensation Committee and Mr. Langham was appointed to the Nominating/Governance Committee.

Audit Committee.    The Audit Committee, whose Chair is Mr. Strobel and whose other current members are Messrs. Langham and Todman, met eight times during 2017. Prior to March 18, 2018, the Audit Committee included Mr. Strobel (Chair), Mr. Todman and Raymond G. Viault. The Board has affirmatively determined that each current member of the committee is an “independent director” for purposes of the Audit Committee under the applicable SEC regulations, the applicable NYSE rules and the Company’s Corporate Governance Guidelines. Further, the Board has affirmatively determined that each of Mr. Strobel and Mr. Todman, as well as Ms. Sprieser, who will join the Audit Committee upon election, is qualified as an “audit committee financial expert” within the meaning of the applicable SEC regulations.

22

The Audit Committee assists the Board in fulfilling its fiduciary obligations to oversee:

In addition, the Audit Committee:

Finance Committee.    The Finance Committee, whose Chair is Mr. Mather and whose other current members are Mr. Icahn, Mr. Craigie and Ms. Crew, met five times in 2017. Prior to March 18, 2018, the Finance Committee included Scott S. Cowen (Chair), Thomas E. Clarke, Mr. Strobel and Mr. Viault. The Board has affirmatively determined that each member of the Finance Committee is an “independent director” within the meaning of the applicable NYSE rules and the Company’s Corporate Governance Guidelines.

The Finance Committee is principally responsible for:

Organizational Development & Compensation Committee.    The Organizational Development & Compensation Committee, whose Chair is Mr. Todman and whose other current members are Mr. Icahn, Mr. Mather and Ms. Crew, met six times during 2017. Prior to March 18, 2018, the Organizational Development & Compensation Committee included Dr. Clarke (Chair) and Dr. Cowen. The Board has affirmatively determined that each member of the committee is an “independent director” under the applicable SEC regulations, the applicable NYSE rules and the Company’s Corporate Governance Guidelines.

The Organizational Development & Compensation Committee is principally responsible for:

23

The Organizational Development & Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Organizational Development & Compensation Committee. Additional information on the Organizational Development & Compensation Committee’s processes and procedures for the selection of a compensation consultant and consideration and determination of executive and director compensation is addressed below under the caption “Executive Compensation – Compensation Discussion and Analysis.”

Nominating/Governance Committee.    The Nominating/Governance Committee, whose Chair is Mr. Craigie and whose other current member is Mr. Langham, met four times during 2017. Prior to March 18, 2018, the Nominating/Governance Committee’s chair and sole member was Mr. Todman. The Board has affirmatively determined that each member of the Nominating/Governance Committee is an “independent director” within the meaning of the applicable NYSE rules and the Company’s Corporate Governance Guidelines.

The Nominating/Governance Committee is principally responsible for:

Each of the above referenced committees acts under a written charter that is available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com and may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 221 River Street, Hoboken, New Jersey 07030.

Board and Management Roles in Risk Oversight.

Management is responsible for the day-to-day management of risk, while the Board, as a whole and through its committees, provides oversight of the Company’s risk management. The Board engages in risk oversight throughout the year as a matter of course in fulfilling its role overseeing management and business operations. In addition, each year, the full Board receives reports on the strategic plans and related risks facing the Company from senior management, including reports from the Company’s individual functions and businesses and their respective management teams. These risks may include financial risks, political and regulatory risks, legal risks, supply chain risks, competitive risks, information technology risks and other risks relevant to the Company and the way it conducts business.

The Board has delegated to its committees certain elements of its risk oversight function to better coordinate with management and serve the long-term interests of stockholders.

24

The Board believes the allocation of risk management responsibilities described above supplements the Board’s leadership structure by allocating risk areas to an appropriate committee for oversight, allows for an orderly escalation of issues as necessary, and helps the Board satisfy its risk oversight responsibilities.

Risk Assessment of Compensation Programs

With respect to compensation practices, the Organizational Development & Compensation Committee considered, with the assistance of management and the independent compensation consultant, whether the Company’s compensation policies and practices in 2017 for its employees, including the named executive officers, would motivate inappropriate levels of risk taking that could have a material adverse effect on the Company. The Organizational Development & Compensation Committee determined that there was no such material adverse effect. The Committee noted the following aspects of the executive compensation program that serve to mitigate any potential risk:

Director Nomination Process

The Nominating/Governance Committee is responsible for identifying and recommending to the Board candidates for directorships. The Nominating/Governance Committee considers candidates for Board membership who are recommended by members of the Nominating/Governance Committee,

25

other Board members, members of management and individual stockholders. From time to time, the Nominating/Governance Committee has engaged the services of global executive search firms to assist the Nominating/Governance Committee and the Board in identifying and evaluating potential director candidates. Once the Nominating/Governance Committee has identified prospective nominees for director, the Board is responsible for selecting such candidates. The Board considers candidates for director who are free of conflicts of interest or relationships that may interfere with the performance of their duties.

As set forth in the Corporate Governance Guidelines, the Board seeks to identify as candidates for director a diverse group of persons from various backgrounds and with a variety of life experiences, a reputation for integrity and good business judgment and experience in highly responsible positions in professions or industries relevant to the conduct of the Company’s business. In selecting director candidates, the Board takes into account the current composition and diversity of the Board (including diversity with respect to race, gender and ethnicity) and the extent to which a candidate’s particular expertise and experience will complement the expertise and experience of other directors. This year’s director nominees include [seven] current or former CEOs or senior executives of large public companies, [one] of whom is African-American, [two] of whom are female and several of whom have extensive international experience. The Board assesses the effectiveness of this practice by conducting a periodic review of its own performance discussed below, which evaluates, among other things, whether the Board and Nominating/Governance Committee are functioning effectively and in compliance with this policy. The Nominating/Governance Committee is responsible for organizing and overseeing the review process and for soliciting the input of all of the directors.

Proxy Access By-Law.    Our By-Laws contain certain provisions that address the process (including required information and deadlines) by which a stockholder may nominate an individual to stand for election to the Board at the annual meeting of stockholders. In addition, the Company recently amended its By-Laws to include a proxy access provision. Under the amended By-Laws, a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, may nominate and include in the Company’s proxy materials director nominees constituting up to 20% of the Board, provided that such stockholder(s) and nominee(s) satisfy the disclosure and other requirements set forth in the amended By-Laws. In order to use this proxy access provision, stockholders are required to hold shares until the date of the applicable annual meeting (but not beyond), and third party compensation arrangements with nominees are permitted if disclosed in advance to the Company. The full text of the proxy access by-law can be found in Exhibit 3.2 to the Current Report on Form 8-K filed by the Company with the SEC on April 15, 2016.

A stockholder who wishes to recommend a director candidate for consideration by the Nominating/Governance Committee should submit such recommendation in writing to the Nominating/Governance Committee at the address set forth below under “Communications with the Board.” A candidate recommended for consideration must be highly qualified and must be willing and able to serve as a director. Director candidates recommended by stockholders will receive the same consideration given to other candidates and will be evaluated against the criteria outlined above.

Board Evaluations

In order to increase the effectiveness of the Board, the Nominating/Governance Committee supervises a review and evaluation of the performance of the Board. The evaluation is facilitated by a wide range of questions related to topics including oversight, strategy, management capabilities, structure of the Board, responsibilities and resources. The Chairperson then reviews the results with the Board and its committees. In addition, each of the Audit, Finance, Nominating/Governance and Organizational Development & Compensation committees conducts an annual self-evaluation. From time to time (most recently in 2013), the Board may also supplement its evaluation processes by using the services of an independent third-party provider to conduct a more comprehensive self and peer evaluation, which includes individual interviews with each director, attendance at a Board meeting as an observer and review of Board materials.

26

Communications with the Board

The independent members of the Board have adopted the Company’s “Procedures for the Processing and Review of Stockholder Communications to the Board,” which provide for the processing, review and disposition of all communications sent by stockholders or other interested persons to the Board. Stockholders and other interested persons may communicate with the Company’s Board or any member or committee of the Board by writing to them at the following address:

Newell Brands Inc.

Attention: [Board]/[Board Member]

c/o Corporate Secretary

Newell Brands Inc.

221 River Street

Hoboken, New Jersey 07030

Communications directed to the independent or non-management directors should be sent to the attention of the Chairman of the Board or the Chair of the Nominating/Governance Committee, c/o Corporate Secretary, at the address indicated above.

Any complaint or concern regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of the Company’s Code of Ethics for Senior Financial Officers should be sent to the attention of the Chief Legal Officer at the address indicated above or may be submitted in a sealed envelope addressed to the Chair of the Audit Committee, c/o Chief Legal Officer, at the same address, and labeled with a legend such as: “To Be Opened Only by the Audit Committee.” Such accounting complaints will be processed in accordance with procedures adopted by the Audit Committee. Further information on reporting allegations relating to accounting matters is available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com.

Code of Ethics

The Board has adopted a “Code of Ethics for Senior Financial Officers,” which is applicable to the Company’s senior financial officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer and controller. The Company also has a separate “Code of Business Conduct and Ethics” that is applicable to all Company employees, including each of the Company’s directors and officers. Both the Code of Ethics for Senior Financial Officers and the Code of Business Conduct and Ethics are available under the “Corporate Governance” link under the “Investors” tab on the Company’s website at www.newellbrands.com. The Company posts any amendments to or waivers of its Code of Ethics for Senior Financial Officers or to the Code of Business Conduct and Ethics (to the extent applicable to the Company’s directors or executive officers) at the same location on the Company’s website. In addition, copies of the Code of Ethics for Senior Financial Officers and of the Code of Business Conduct and Ethics may be obtained in print without charge upon written request by any stockholder to the office of the Corporate Secretary of the Company at 221 River Street, Hoboken, New Jersey 07030.

27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Various Newell Brands policies and procedures, which include the Code of Business Conduct and Ethics (applicable to all Newell Brands’ employees, including executive officers and non-employee directors), the Code of Ethics for Senior Financial Officers and annual questionnaires completed by all Newell Brands directors and executive officers, require disclosure of transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable SEC rules. Pursuant to its charter, the Nominating/Governance Committee considers and makes recommendations to the Board with respect to possible waivers of conflicts of interest or any other provisions of the Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers. Pursuant to the Newell Brands Corporate Governance Guidelines, the Nominating/Governance Committee also annually reviews the continuing independence of Newell Brands’ non-employee directors under applicable law or NYSE rules and reports its findings to the Board in connection with its independence determinations.

When the Nominating/Governance Committee learns of a transaction or relationship that may constitute a conflict of interest or may cause a director not to be treated as independent, the Nominating/Governance Committee determines if further investigation is required and, if so, whether it should be conducted by Newell Brands’ legal, internal audit or other staff or by outside advisors. The Nominating/Governance Committee reviews and evaluates the transaction or relationship, including the results of any investigation, and makes a recommendation to the Board with respect to whether a conflict or violation exists or will exist or whether a director’s independence is or would be impaired. The Board, excluding any director who is the subject of the recommendation, receives the report of the Nominating/Governance Committee and makes the relevant determination. These practices are flexible and are not required by any document.

In December 2015, in connection with its agreement to acquire Jarden Corporation (“Jarden”), Newell Brands entered into an advisory services agreement with Mariposa, a company in which former directors, Martin E. Franklin and Ian Ashken, are partners and equity owners. Under the advisory services agreement, Mariposa agreed, until April 15, 2019, to provide Newell Brands with certain strategic advisory services and such other services relating to Newell Brands and its subsidiaries as may from time to time be mutually agreed to by the parties. Mariposa is paid an annual fee of $4.0 million for providing such services and has agreed to provide to Newell Brands, upon its request, an average of up to 120 hours of such services for each fiscal quarter during the term of the agreement. During the period of the advisory services agreement, Newell Brands agreed to provide to Mariposa office space and bear all reasonable costs and expenses of the overhead and support services relating to such office.

In addition, Newell Brands agreed to reimburse Mariposa for the cost of all reasonable out-of-pocket fees incurred by Mariposa, including the reimbursement for use of private aircraft to attend board meetings of Newell Brands. In consideration of the benefits to be received by Messrs. Franklin and Ashken under the advisory services agreement (in their capacity as partners in Mariposa), each of Messrs. Franklin and Ashken agreed to waive all fees and remuneration (but not including reimbursement of certain expenses), which they otherwise would have been entitled to receive in their former capacity as directors of Newell Brands during the term of the advisory services agreement. If the advisory services agreement is terminated “without cause” (as defined in the advisory services agreement) prior to the third anniversary of the effective time of the subsequent merger, Mariposa will be entitled to receive, within five business days following receipt of written notice of such termination by Newell Brands, an amount equal to $12,000,000 less the sum of all fees paid by Newell Brands under the advisory services agreement to that date. During 2017, Newell Brands made aggregate payments of $4,250,000, including reimbursements of expenses, to Mariposa under the terms of the advisory services agreement.

In 2017, the Company sold to Royal Oak Enterprises, LLC (“Royal Oak”) its Pine Mountain^® fire starters and fire logs business as well as its Diamond^® matches, fire starters, lighters, toothpicks, clothespins and clotheslines business for a purchase price of $44 million, subject to adjustments for

28

working capital and other items (the “Sale”). Messrs. Ashken and Franklin, Board members at the time, were also affiliates of Royal Oak. Specifically, both Mr. Franklin and Mr. Ashken had an ownership interest in Royal Oak, with Mr. Franklin having a controlling interest and acting as Royal Oak’s executive chairman. The transaction was reviewed by the Board pursuant to the policy described above. After consideration of the terms and conditions of the Sale, as well as the particular facts and circumstances surrounding it, the Board, through a vote of disinterested directors, determined that the transaction was in the best interest of the Company and determined a waiver of the conflicts of interest provisions of the Code of Conduct and Ethics with respect to Messrs. Ashken and Franklin to be appropriate.

The Company is subject to the Nomination Agreement, which was entered into on March 18, 2018 with the Icahn Group. Pursuant to the Nomination Agreement, each of Mr. Campbell (the “New Independent Director”) and Messrs. Brett Icahn, Mather and Langham (collectively, the “Icahn Designees”) were appointed to the Board as of March 18, 2018. Mr. Campbell was also appointed the Chairman of the Board as of March 18, 2018. In addition, the Icahn Group has the ability to designate another independent director nominee who, upon approval by the Board, will be nominated to stand for election at the Annual Meeting (the “Additional New Independent Director” and, together with the New Independent Director, the “New Independent Directors”).

Pursuant to the Nomination Agreement, subject to certain restrictions and requirements, the Icahn Group will have certain replacement rights in the event one of the New Independent Directors or an Icahn Designee resigns or is otherwise unable to serve as a director (other than as a result of not being nominated by the Company for an annual meeting subsequent to the Annual Meeting). Also pursuant to the Nomination Agreement, so long as an Icahn Designee is a member of the Board, the Board will not be expanded to greater than eleven directors without the approval from the Icahn Designees then on the Board.

In addition, at the Annual Meeting, the Icahn Group agrees to vote all of its shares of common stock of the Company in favor of the election of all of the Company’s director nominees and in favor of the appointment of the Company’s auditors. For any annual meeting of stockholders subsequent to the Annual Meeting, if the Icahn Designees and the New Independent Directors have agreed in writing to be nominated for election at such annual meeting, the Icahn Group agrees not to vote for any directors nominated by any person other than the Board and to vote in favor of the appointment of the Company’s auditors.

Pursuant to the Nomination Agreement, the Company agreed (i) not to create a separate executive committee of the Board or any other committee with functions similar to those customarily granted to an executive committee, (ii) not to form any new committee without offering at least one Icahn Designee the opportunity to be a member of such committee, and (iii) that, with respect to any Board consideration of appointment and employment of executive officers, mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall take place only at the full Board level or in committees of which one of the Icahn Designees is a member.

If at any time the Icahn Group ceases to hold a “net long” position, as defined in the Nomination Agreement, in at least (A) 3.0% of the total outstanding shares of the Company’s common stock, the Icahn Group will cause one Icahn Designee employed by a member of the Icahn Group as of the date of the Nomination Agreement (or his or her replacement) to promptly resign from the Board and any committee of the Board on which he or she then sits and (B) 1.5% of the total outstanding shares of the Company’s common stock, the Icahn Group will cause each Icahn Designee employed by a member of the Icahn Group as of the date of the Nomination Agreement (or his or her replacement) to promptly resign from the Board and any committee of the Board on which he or she then sits.

29

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2017, former directors Dr. Clarke, Dr. Cowen, Mr. De Sole and Mr. Conroy served on the Organizational Development & Compensation Committee. No member of the Organizational Development & Compensation Committee was, during 2017, an officer or employee of the Company, was formerly an officer of the Company, or had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. During 2017, none of the Company’s executive officers served on the Board or the compensation committee of any other entity, any officers of which served either on the Company’s Board or its Organizational Development & Compensation Committee.

30

ORGANIZATIONAL DEVELOPMENT & COMPENSATION COMMITTEE REPORT

The Organizational Development & Compensation Committee of the Board has furnished the following report to the stockholders of the Company in accordance with rules adopted by the Securities and Exchange Commission.

The Organizational Development & Compensation Committee states that it reviewed and discussed with management the Company’s Compensation Discussion and Analysis contained in this Proxy Statement.

Based upon the review and discussions referred to above, the Organizational Development & Compensation Committee recommended to the Board that the Company’s Compensation Discussion and Analysis be included in this Proxy Statement.

This report is submitted on behalf of the current members of the Organizational Development & Compensation Committee:

Michael A. Todman            

31

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains the material elements of the compensation of the Company’s named executive officers and describes the objectives and principles underlying the Company’s executive compensation program and decisions made in 2017. For 2017, our named executive officers are:

During 2017, the Company continued the integration of Newell Rubbermaid’s acquisition of Jarden. Since beginning its post-acquisition transformation, the Company has continued to refine its business strategy and remains on track to continue this progress through 2021, emerging with the scale, capabilities and financial profile to outgrow and outperform the competition. Over the past two years, progress includes:

Also, during 2017, the Company decided to decouple the Human Resources and Communications functions and to pivot Human Resources to a more business-centric agenda, reframing the Human Resources work plan to be more singularly focused on talent attraction, retention, and development, with the goal of building highly functioning, diverse, and inclusive division and function teams. This critical change streamlined the corporate cost structure and established a clear partnership between business leaders and their Human Resources teams. As a result of this organizational change, Ms. Laird left the Company.

2017 Financial Results

During 2017, the Company continued to execute the Growth Game Plan, the multi-year strategy that enables the simplification of the organization and frees up resources to invest in growth initiatives and strengthen capabilities in support of the Company’s brands. As part of the Growth Game Plan, the Company transformed from a holding company to an operating company, consolidating its 32 business units into 16 global divisions while investing to extend its design, innovation, brand development and eCommerce capabilities across a broader set of categories.

32

In 2017, the Company faced difficult market conditions, including (1) the continued disruption of the consumer retail market and inventory reductions at certain mass market retailers, (2) the reorganization filing of a major customer of the Company’s Baby division, and (3) weather-related disruptions to the U.S. resin manufacturing supply chain. In the face of these and other challenges, the overall financial and operating performance of the Company reflected the following:

Early in 2017, the Company focused and strengthened its portfolio by completing seven divestitures and three bolt-on acquisitions in the Food Storage and Home Fragrance categories. In the second half of 2017 and throughout 2018, the Company focused and will focus on strengthening the organization, cash generation and delivering on the cost savings agenda. In particular, in late 2017, in response to requests made by the Board, the Company began a process to re-evaluate its transformation plan. In January 2018, the Company announced an accelerated path to transform the Company, reduce debt and deliver enhanced value for shareholders, with the intent to emerge simpler, faster and stronger:

Pay for Performance

The Company continues to emphasize pay for performance, as evidenced by the design and execution of its 2017 compensation program:

33

The Company’s commitment to pay for performance was further reflected in the payouts under the incentive compensation programs. As a result of the Company’s performance in 2017 and its three-year relative TSR results, the Company’s 2017 Management Bonus Plan (the “Bonus Plan”) and the performance-based RSUs granted in 2015 paid out at 0% and 90.25% of target, respectively.

The Organizational Development & Compensation Committee (the “Committee”) continues to value pay for performance. In particular, the 2018 compensation program includes the following components:

34

Realized and Future Estimated Realizable Direct Take-Home Pay

The graph below highlights for Mr. Polk the total direct compensation realized in 2016 and 2017 as well as the estimated realizable direct compensation for 2018. Reflecting strong performance relative to bonus targets and strong TSR performance relative to peers for the respective periods, the 2016 and 2017 values are higher, reflective of the payment of 2015 and 2016 bonuses and the vesting of equity awards granted in 2013 and 2014 and relating to the three-year performance period of 2013-2015 and 2014-2016, respectively. The reductions that are reflected in 2018 are indicative of the estimated reduction in payouts that are expected to occur with respect to performance periods covering our more recent periods of change, restructuring and integration that have coincided with lower shareholder returns. Consistent with Mr. Polk, there is a similar reduction in estimated realizable direct compensation for 2018 for other named executive officers. Although these figures differ from what is required to be disclosed in the Summary Compensation Table and other compensation tables below, we believe that they provide valuable insight because they illustrate the potential impact of the Company’s pay-for-performance compensation philosophy.

For 2016 and 2017, these amounts include:

For 2018, these amounts include:

Compensation Program Objectives

Motivate executives to meet or exceed Company performance goals.    A significant portion of an executive’s total compensation is directly tied to achieving the Company’s performance goals. Each year, the Committee reviews the performance goals and modifies them as appropriate to reflect the Company’s current business objectives and strategies.

35

Reward individual performance and contributions.    The individual performance evaluation of each executive officer, together with the executive’s contribution to Company performance, generally affects most aspects of each executive’s compensation. For example, the Committee typically considers individual performance in determining an executive’s annual salary, which, in turn, impacts the amount of incentive compensation that the executive could have earned for meeting or exceeding annual performance goals under the Bonus Plan. In addition, the CEO considers the individual performance of his direct reports when recommending any adjustments to the grant value for equity awards made to the executive under the Long-Term Incentive Plan (“LTIP”).

Link the financial interests of executives and stockholders.    In 2017, the Committee used performance-based RSUs to provide long-term incentive compensation and to link the financial interests of the Company’s executives with those of its stockholders.

Attract and retain the best possible executive talent.    Successful recruiting and retention of talented executives requires the Company to provide competitive compensation opportunities. To do that, the Company obtains information about compensation practices of its relevant competitors, and in 2017, the Company used compensation information compiled from its 2017 custom comparator group and published survey data.

Compensation Policies and Practices

The Committee believes that the compensation program includes key features that align the interest of the named executive officers and the long-term interest of stockholders and are good corporate governance.

36

Determination of Executive Officer Compensation

Summarized in the table below are roles and responsibilities of the parties that participate in, or have been delegated authority with respect to, the development of the Company’s executive compensation program:

37

In making compensation decisions, the Committee considers several factors including competitive market data, individual and Company performance, skills, experience, complexity and criticality of role and internal pay equity. The Committee does not use a predetermined formula to make its overall decisions but considers all the above factors. However, in deciding each performance-based component of compensation for the Company’s named executive officers, generally including annual incentive and long-term incentive compensation, the Committee in 2017 tied payment to core sales growth, normalized diluted earnings per share, normalized gross margin and TSR. Such performance goals are intended to align the majority of each executive officer’s compensation with stockholders’ interests over the near and long term.

Stockholder Outreach

At the 2017 annual meeting of stockholders, the advisory vote on executive compensation was approved by approximately 85% of shares voted. The Committee considered this level of approval to indicate the support of the vast majority of the Company’s stockholders. We remain committed to ensuring our investors understand our executive compensation program, including how it aligns the interests of our executives with our stockholders as well as our corporate governance. We also want to understand what our stockholders think about executive compensation and corporate governance. To this end, during 2017 and the first quarter of 2018, we conducted stockholder outreach to 16 investors representing approximately 61% of shareholders. In this outreach, we shared information and solicited feedback regarding executive compensation, governance and sustainability matters. The addition of operating cashflow as a metric in the 2018 incentive targets for named executive officers was aligned with the feedback we heard from investors.

Pursuant to Section 14A of the Exchange Act, the Company is required to submit to stockholders an advisory resolution to approve the compensation of the Company’s named executive officers, as disclosed in this Compensation Discussion & Analysis and the accompanying compensation tables and narrative. The Company currently submits the advisory vote on executive compensation annually to stockholders, with a vote being held at the Annual Meeting. See “Proposal 3—Advisory Resolution to Approve Executive Compensation.” Based on the advisory vote at the 2017 annual meeting, the frequency of the vote on our say on pay proposal will continue to be every year.

38

Competitive Market Data

Custom Comparator Group

For performance-based LTIP awards granted in 2017, the Company used a custom comparator group consisting of companies that participate in the various consumer and commercial products industries in which the Company competes. Companies in the custom comparator group represent the Company’s principal competitors for executive talent and reflect companies of similar size, global presence, business complexity and brand recognition. The following 21 companies were in the Company’s custom comparator group for 2017:

Compensation Survey Data

The Company periodically obtains information on the compensation practices of companies in both the custom comparator group and general industry and compares the Company’s executive compensation components to that data. For 2017, the Company also used compensation information compiled from published compensation surveys, including surveys from Willis Towers Watson and Aon Hewitt. These surveys provide a larger pool of data for a more statistically relevant comparison of compensation levels and pay practices.

In 2017, the Company used competitive practice and survey information as a reference for decisions regarding:

For purposes of evaluating relative TSR for performance-based RSUs awarded under the LTIP, the Company uses only the custom comparator group as the most relevant businesses against which the Company competes.

Setting Compensation Opportunity

Each element of the compensation program complements the others and, together, is intended to achieve the Committee’s principal compensation objectives. When decisions about compensation for

39

an executive officer are made, the impact on the total value of all these elements of compensation for the individual is considered. The Committee annually reviews a summary report, or “tally sheet,” which identifies each element of the compensation paid to each executive officer. The Committee uses the summary report to review the overall pay and benefit levels and provide additional perspective on how the executive compensation program meets the Company’s compensation objectives.

For executives, the Committee reviews competitive market data and establishes target total direct compensation opportunities (i.e., salary, annual incentive and annual long-term incentive targets) based on the following factors: individual performance, breadth of the executive’s responsibility, strategic importance of the position, internal pay equity, competitive market data, the circumstances surrounding the executive’s initial hiring or promotion to a position with increased responsibilities and the desire to promote executive retention.

The Summary Compensation Table shows the compensation of each named executive officer for the fiscal year ended December 31, 2017. The “Total Compensation” amount shown on the Summary Compensation Table differs from what the Committee views as relevant to its decisions about executive compensation. For example, while retirement benefits constitute a key component of the competitive compensation package offered to executives, and the design and cost of these programs and the benefits they provide are carefully considered, retirement benefits are not viewed as a meaningful measure of annual executive compensation due to the numerous variables involved in, and volatility associated with, calculating their present value.

In February 2017, the Committee approved LTIP grants for executive officers. The 2017 LTIP awards were determined on the basis of a share value of $46.33, which was the closing stock price on February 9, 2017, the date of the Board meeting immediately following the Committee’s approval of the grants.

Mix of Pay

To reinforce the Company’s pay for performance philosophy, in 2017 generally more than 75% of targeted total direct compensation for each named executive officer was contingent upon performance. As a result, total direct compensation fluctuates with the Company’s financial results and share price. The Committee believes this approach motivates executives to consider the impact of their decisions on stockholder value.

To increase alignment with Company performance, executives receive performance-based RSUs (rewards TSR performance relative to the custom comparator group). Overlapping performance cycles for the performance-based RSU awards are designed to incentivize sustainable long-term performance. In 2017, each of the named executive officers received 100% of the grant value of his or her LTIP award in performance-based RSUs.

40

2017 Target Compensation Mix and “Pay at Risk”

Michael Polk				Other NEOs Average
		•    92% of total direct annualized target compensation is at risk.				•    On average, 84% of total direct annualized target compensation for the other NEOs is at risk.
		•    13% of the amount at risk is tied to achievement of annual incentive goals, and 79% is tied to achievement of share price over the long term.				•    15% of the amount at risk is tied to achievement of annual incentive goals, and 69% is tied to achievement of share price over the long term.

The above presentation excludes Ms. Laird due to her departure from the Company on September 1, 2017.

Consideration of Individual Performance

As part of the Company’s annual performance evaluation process, the CEO and each named executive officer establish that individual’s performance objectives for the coming year. These performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the CEO evaluates the named executive officer’s overall performance. The CEO’s evaluation of a named executive officer’s performance relative to these objectives involves a high degree of judgment based on the CEO’s observations of, and interaction with, the executive throughout the year. No single performance objective is material to the CEO’s evaluation of the named executive officer’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the evaluation of each named executive officer. The CEO’s evaluation of individual performance is considered when he recommends to the Committee, in the case of other named executive officers, base salary amounts, annual incentive payout amounts and equity grants.

At the beginning of the year, the Committee recommends to the independent members of the Board the CEO’s individual performance objectives. The Committee’s method of evaluation of the CEO’s performance is substantially similar to that used by the CEO to evaluate the other executive officers. As such, the CEO’s performance objectives are not specifically weighted or otherwise intended to be formulaic, but rather serve as the framework upon which the Committee evaluates the CEO’s performance. The Committee’s evaluation of the CEO’s overall performance relative to these objectives involves a high degree of judgment. No single performance objective is material to the Committee’s evaluation of the CEO’s performance; however, these performance goals, which reinforce alignment of Company and stockholder interests, are critical to the CEO evaluation.

The Committee and Board also take into consideration the CEO’s performance when developing his base salary increase, if any, annual incentive payout amounts and long-term incentive grant value. In 2017, Mr. Polk’s base annual salary ($1,350,00) and his target bonus (150% of base salary) remained the same as in effect at the end of 2016. In addition, the Board determined, considering the Company’s successful performance against its financial and operational goals in 2016, the progress of the Company’s integration plan, and his individual performance during 2016, that Mr. Polk’s 2017 LTIP award should be valued at $12,500,000 as compared to an award valued at $11,625,000 in 2016.

41

Key Elements of Executive Compensation

Salary

Salaries provide executives with a base level of income and are set based on the factors outlined above in “Setting Compensation Opportunity.”

The Committee generally sets annual salaries in February, and in February 2017 the following named executive officers received base salary increases:

In February 2018, the Committee did not approve any increase to the base salary of any named executive officer.

Annual Incentive Compensation

On February 8, 2017, the Committee adopted the Bonus Plan pursuant to the Company’s 2013 Incentive Plan (the “2013 Incentive Plan”). The annual incentive program under the Bonus Plan is designed to reward annual performance that supports the business objectives and strategy. A cash bonus, measured as a percentage of the executive’s salary, is paid based on the extent to which the performance goals are achieved.

Under the Bonus Plan, the maximum payout payable to each named executive officer is 200% of the target cash bonus, based on the Committee’s determination that normalized operating income target of $1.8 billion was achieved (the “Outer Plan”).² If the Committee determined that normalized operating income did not equal or exceed $1.8 billion, the Outer Plan would have a 0% maximum payout. If the Committee determined that normalized operating income equaled or exceeded $1.8 billion, the Outer Plan would be funded and the payout would be based on the achievement of the performance goals outlined below, subject to adjustment based on individual performance or other factors deemed relevant by the Committee (the “Inner Plan”).

Listed below are the corporate performance goals relating to the Inner Plan and relative weight for 2017 for the named executive officers:

42

The 2017 performance targets for the Inner Plan under the Bonus Plan are summarized below:

2017 Bonus Plan Performance Targets

The maximum payout for each performance goal is equal to 200% of the target cash bonus. Subject to the achievement of the normalized operating income target and the funding of the Outer Plan, if an Inner Plan performance goal is met at the target level, the target bonus is generally paid for that goal. Performance above the target results in payment of a higher percentage of salary up to a pre-established maximum. Performance below the target generally results in a lower bonus payment for that goal if a minimum threshold is met, or no payment if the minimum threshold is not met.

The Bonus Plan does not provide for discretion to waive the normalized operating income target and the funding of the Outer Plan. If the Outer Plan was not funded, no bonuses would be payable under the Bonus Plan. However, in 2017, the normalized operating income target was met and the Outer Plan was funded. Nonetheless, the Committee decided not to award 2017 bonuses under the Bonus Plan because the corporate performance goals of the Inner Plan were not met.

As shown in the table above, the Company did not exceed the minimum threshold on any of the Inner Plan performance goals, resulting in no payout under the Bonus Plan. The table below shows bonus payouts for 2017 to the named executive officers as both the dollar value and as a percentage of base salary.

Additional information appears in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns of the Grants of Plan-Based Awards table. Pursuant to Mr. Polk’s compensation arrangement, in the event the incremental cost to the Company of his personal use of Company aircraft exceeds $165,000, any amounts in excess of $165,000 are deducted from the amount to be paid to him under the Bonus Plan. As will be discussed below, the incremental cost of Mr. Polk’s personal aircraft usage in 2017 was less than $165,000.

In connection with Mr. Turner’s promotion to Chief Legal & Administrative Officer, the Committee approved an increase in Mr. Turner’s target bonus percentage from 85% to 100%, effective August 25, 2017, resulting in a blended annual target bonus of 90% for the entire 2017 year. In addition, the Committee approved an increase in Mr. Davies’ bonus target from 85% to 100% effective as of January 1, 2017, in connection with his expanded responsibility across the Company. Otherwise, the Committee did not approve any increase to target bonus percentages for the named executive officers in 2017, nor has it done so in 2018.

43

Though no payouts were made in 2017, the Company continues to believe that the opportunity for cash bonuses for each named executive officer serve the Company’s goals to:

Long-Term Incentive Compensation

Long-term incentive awards granted pursuant to the 2013 Incentive Plan are designed to motivate executives to increase stockholder value over the long term and align the interests of executives with those of stockholders. Under the LTIP, the Committee sets a target award value for each executive based on breadth of the executive’s responsibility, strategic importance of the position, competitive data and internal pay equity.

The CEO’s recommendation to the Committee for the other executive officers may include an adjustment to the target LTIP opportunity based upon the CEO’s evaluation of the executive officer’s performance. Similarly, when setting the CEO’s equity compensation, the independent members of the Board determine the CEO’s LTIP grant value based upon the Board’s evaluation of the CEO’s performance. Mr. Polk’s 2017 target LTIP award increased from 2016. Other named executive officers also received an increase in their target LTIP awards in 2017. In increasing Mr. Polk’s target LTIP award, the Board considered the Corporation’s successful performance against its financial and operational goals in 2016, the progress of the Corporation’s integration plan, and Mr. Polk’s individual performance during 2016. In increasing other named executive officers’ target LTIP awards, the Committee considered similar factors.

The LTIP target values and performance-based RSU grants for each of the continuing named executive officers receiving LTIP awards in 2017 were as follows:

For each of the named executive officers, 100% of the 2017 LTIP was provided in performance-based RSUs which vest on the third anniversary of the date of grant. The number of performance-based RSUs granted was derived based on the closing price of the stock of the Company on February 9, 2017, $46.33, the date of the Board meeting immediately following the Committee’s approval of the grants. The value reported in the Summary Compensation Table and Grants of Planned Based Awards Table varies from the above amounts because those amounts reflect the stock price on the date of grant and the probable outcome of the performance conditions (relative TSR) for the performance-based RSUs. Based on these factors, the Summary Compensation Table shows an accounting value higher than the grant date stock price. The values in the table above reflect the value the Committee considered when making the 2017 LTIP grants.

For Messrs. Polk, Nicoletti, Tarchetti and Burke, 100% of the 2018 LTIP was provided in performance-based RSUs that are earned on the third anniversary of the date of grant, subject to the Company’s TSR relative to the applicable custom comparator group. For Messrs. Davies and Turner, 70% of the 2018 LTIP value was provided in the same type of performance-based RSUs as Messrs. Polk, Nicoletti, Tarchetti and Burke, and 30% of the 2018 LTIP value was provided in time-based RSUs which vest ratably in one-third increments on each of the first, second and third

44

anniversaries of the date of the grant. The number of performance-based RSUs granted were derived based on the closing price of the stock of the Company on February 14, 2018, the date of the Board meeting immediately following the Committee’s approval of the grants, or $27.20.

For performance-based RSUs granted in 2016, 2017 and 2018, the sole performance metric is relative TSR to the applicable custom comparator group and the payout ranges from 200% (if the Company is first in the three-year TSR rank) to 0% (if the Company is last in the three-year TSR rank), with interpolation being used for TSR rankings between first and last. In addition, no payout is earned if the Company’s three-year TSR ranking falls in the bottom quartile of the applicable custom comparator group for the performance period.

Based on the Company’s relative TSR to the applicable custom comparator group with respect to the portion of each applicable performance period through the date of this Proxy Statement none of the 2016 or 2017 performance-based RSUs would vest.

Performance-based RSUs granted in 2015 were earned based on relative TSR performance, average core sales growth, and normalized earnings per share (“EPS”) compound annual growth (“CAGR”) over the three-year performance period with each of the performance metrics equally weighted. The Committee introduced the additional financial metrics in 2015 to incorporate important drivers of Company performance that could be directly influenced by management. The Committee established performance metrics for 2016 performance-based RSUs that were based 100% on relative TSR due to the complexities related to the Jarden acquisition and integration and establishing long term performance metrics for the combined enterprise at this early stage. The 2017 performance-based RSU grants were similarly based 100% on relative TSR performance.

The Company’s performance metrics, as calculated under the LTIP during the three-year performance period beginning on January 1, 2015 and ending December 31, 2017, are summarized below:

2015 LTIP Performance Metrics

As a result, the performance-based RSUs granted to Messrs. Polk, Burke, Tarchetti, Turner and Davies in 2015 were earned at 90.25% of target. They received such payouts in the form of shares of common stock, except for Mr. Davies, who participated in the International LTIP in 2015 and received a cash payment upon vesting equal to the value of the underlying vested shares. Mr. Nicoletti and Ms. Laird joined the Company in 2016 and did not receive 2015 grants.

Holders of performance-based RSUs do not receive dividend equivalents at the time dividends are paid. Rather, all such dividend equivalents will be accrued and paid only to the extent that the applicable performance criteria are met and the performance-based RSUs are earned. No dividend equivalents will be paid on performance-based RSUs until vesting.

In addition to the annual grants under the LTIP, from time to time RSUs are granted to executive officers in circumstances such as a promotion, a new hire, for or retention purposes.

45

Grant Policies and Practices

The Company’s practice has been to make annual equity awards and award other incentive compensation to named executive officers at the time of regularly scheduled meetings of the Board or the Committee in February of each year. On occasion, the Company makes additional grants to named executive officers, typically in connection with their hiring or promotion or for retention purposes. The Company made no such additional grants to named executive officers in 2017. The Company’s policy is that, except for new hires and certain promotions, all equity awards to named executive officers will be made only at quarterly meetings of the Committee or the Board, which closely follow the release of the Company’s quarterly or annual financial results.

Incentive Compensation Recoupment Policy

Subject to the discretion and approval of the Board, the Company will require reimbursement and/or cancellation of any bonus or other incentive compensation, including equity-based compensation, awarded to an executive officer after January 1, 2010 where all of the following factors are present: (a) the award was predicated upon the achievement of certain financial results that were subsequently the subject of a material restatement, (b) in the Board’s view, the executive engaged in fraud or willful misconduct that was a significant contributing cause to the need for the restatement, and (c) a lower award would have been made to the executive based upon the restated financial results. In each such instance, the Company will, to the extent permitted by applicable law and subject to the fiduciary duties of the Board, seek to recover the individual executive’s bonus award or other incentive compensation paid or issued to the executive officer in excess of the amount that would have been paid or issued based on the restated financial results. All executive officers have agreed to the terms of this policy.

Stock Ownership Guidelines

Executive officers and non-employee directors are expected to maintain ownership of Company stock equal to the following applicable market value:

Until the ownership level is met, executives are required to retain 75% of the net after-tax shares received from stock option exercises and the vesting of RSUs. All shares held directly or beneficially, including time-based RSUs, performance-based RSUs for which all performance criteria have been satisfied but have not yet vested due to time-based vesting requirements and shares of Company stock allocated to executives’ accounts under the Newell Brands Employee Savings Plan, formerly known as the Newell Rubbermaid 401(k) Savings and Retirement Plan (the “401(k) Plan”), count toward attainment of these targets. Unexercised stock options and other unvested performance-based RSUs are not counted.

Mr. Polk, and each of the Company’s non-employee directors elected prior to 2018 either meet or exceed the required ownership amounts under the Company’s stock ownership guidelines.

Retirement Compensation

The Company provides its eligible executives with retirement benefits that are in addition to those provided to its employees generally in order to provide competitive benefits and assist in attracting and retaining key executives. These retirement benefits also generally apply to named executive officers using the Newell Rubbermaid Supplemental Executive Retirement Plan (“SERP”) and/or the SERP Cash Account feature of the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (“2008 Plan”), depending upon the executive’s employment date and participation date in these plans. If the executive was a participant in the SERP before January 1, 2007 (namely, Mr. Burke), the executive participates

46

in both the SERP and 2008 Plan. If the executive was not a participant in the SERP before January 1, 2007 (namely, Messrs. Polk, Nicoletti, Tarchetti, Turner and Ms. Laird), the executive participates only in the 2008 Plan. Mr. Davies is employed in the United Kingdom, and does not participate in the SERP or the 2008 Plan.

In 2013, the Company, upon recommendation of the Committee, amended both the SERP and the 2008 Plan in order to: (1) align the retirement benefits provided by these plans with market practice; (2) simplify and harmonize the operation of the plans; (3) provide consistent levels of benefits among executives; and (4) stabilize the cost of the plans by reducing volatility.

Executives who participate in the SERP continue to earn service for purpose of benefit accruals. As a result of the Jarden acquisition, the SERP benefits for all participants in the SERP, including Mr. Burke, vested.

If the total projected value of the executive’s benefits under the revised 2008 Plan and revised SERP was less than 90% of the total projected value of benefits under the prior versions of the plans, the Company provides the executive with a transition benefit in order to make up for the estimated loss in value. The primary transition benefit is a supplemental contribution to the executive’s SERP Cash Account to be paid annually over a five-year period, with the payment for 2017 representing the final supplemental contribution. These supplemental contributions are in addition to the standard annual contribution made to an executive’s SERP Cash Account, as described in more detail following the “2017 Nonqualified Deferred Compensation” table below.

In November 2017, Newell Operating Company, a subsidiary of the Company, upon recommendation of the Committee, adopted the Newell Brands Supplemental Employee Savings Plan (the “Supplemental ESP”), effective January 1, 2018. The Supplemental ESP was adopted in connection with an overall harmonization of U.S. benefit plans at the Company. The Supplemental ESP is a new nonqualified deferred compensation plan that will be available to a select group of management and highly compensated employees of the Company and certain of its subsidiaries. The Supplemental ESP is designed to allow for deferrals that are in addition to those available to employees under the 401(k) Plan because of compensation limits under that plan. For more information regarding the retirement benefits under the SERP, 2008 Plan, the 401(k) Plan, and Supplemental ESP, see “Executive Compensation—Retirement Plans,” below.

Other Compensation

Executive officers are provided other benefits as part of the Company’s executive compensation program which the Committee believes are in line with competitive practices. See the “All Other Compensation” column of the Summary Compensation Table and the related footnotes and narrative discussion.

Benefits for the named executive officers include:

47

The Company maintains two corporate aircraft, primarily for business travel, though the Committee believes that it is often in the best interests of the Company from a productivity, safety and security perspective that the CEO be permitted to use the aircraft for personal travel. Pursuant to his compensation arrangement, Mr. Polk is limited to personal use up to $165,000 in incremental cost to the Company annually, and any use in excess of such amount in the applicable year results in an equivalent reduction in the payout to be received by him under the Bonus Plan. As Mr. Polk’s personal usage in 2017 was less than $165,000, he did not receive any bonus adjustment. Other named executive officers may use the corporate aircraft for personal travel on a limited basis.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a federal tax deduction by the Company for compensation paid to certain executive officers (and, beginning in 2018, certain former executive officers) in excess of $1 million. Historically, compensation that qualifies as “performance-based compensation” under Section 162(m) could be excluded from this $1 million limit, but this exception has now been repealed, effective for taxable years beginning after December 31, 2017, unless certain transition relief for certain compensation arrangements in place as of November 2, 2017 is available. The Committee generally structured its historical compensation programs so that amounts under the Company’s Bonus Plan and certain equity awards could potentially qualify as “performance-based compensation” for purposes of Section 162(m) and be fully deductible by the Company for federal income tax purposes. Based on the repeal described above and the operation of Section 162(m), compensation granted by the Committee may not qualify as “performance-based compensation” under certain circumstances.

The Committee considers the tax deductibility of executive compensation as one factor to be considered in the context of its overall compensation philosophy and objectives. However, the Committee does not limit executive compensation to amounts deductible under Section 162(m), since the Committee desires to maintain the flexibility to structure compensation programs that attract, retain and motivate the best possible executive talent and meet the objectives of the Company’s executive compensation program, and to enhance stockholder value. Additionally, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes, and it is possible that awards that historically were intended to qualify as “performance-based compensation” may not so qualify. Moreover, even if the Compensation Committee intended to grant compensation that qualifies as “performance-based compensation” for purposes of Section 162(m), we cannot guarantee that such compensation will so qualify or ultimately is or will be deductible.

2017 and 2018 Target Total Direct Compensation

The table below highlights for Messrs. Polk, Nicoletti, Tarchetti, Burke, Turner and Davies 2017 and 2018 target total direct compensation, which includes base salary, annual bonus and LTIP award values at target payout. In light of Company performance in 2017, no annual bonus payments were paid for 2017 performance, and target total direct compensation for Messrs. Polk, Nicoletti, Tarchetti

48

and Burke was reduced in 2018 as compared to 2017. Mr. Turner’s target total direct compensation increased in 2018 from 2017 reflecting additional responsibilities taken on in August 2017 and Mr. Davies’ target total direct compensation remained flat in 2018 as compared to 2017.

Termination Benefits

Mr. Polk’s compensation arrangement provides that, in the event he is involuntarily terminated prior to a change in control (except for good cause or a violation of the Company’s Code of Business Conduct and Ethics) or resigns for good reason (as such terms are defined in his Employment Security Agreement), he will be entitled to the following benefits, subject to his execution of a release that contains non-solicitation and non-competition obligations: (i) salary continuation payments for two years, but with all remaining payments paid in a lump sum by March 15th after the year of termination; (ii) a lump sum cash payment for COBRA continuation of medical and dental coverage for two years equal to the difference between the COBRA premium and coverage rates for active employees; (iii) a pro-rata portion of his annual cash bonus under the Bonus Plan for the year of termination; (iv) vesting of the balance of his SERP Cash Account (including interest accrued thereon); and (v) a one year window to exercise the stock options awarded to him in July 2011 in connection with his hiring.

In the event that Messrs. Nicoletti, Tarchetti, Burke, Turner or Davies is terminated prior to a change in control (as such term is defined in the respective Employment Security Agreement described below) for any reason other than good cause (as defined in their respective offer letters or employment contract), and, in Mr. Davies’ case, if such termination occurs prior to December 31, 2018, the executive will be entitled to: (i) receive severance pay of 52 weeks of weekly base compensation (subject to applicable limits in the Company’s Severance Plan for Executives in Bands 10 and above (the “Severance Plan”) payable in a lump sum no later than 60 days after termination; (ii) receive other benefits in the Severance Plan that run concurrently with the severance pay such as a COBRA subsidy (other than Mr. Davies) and outplacement services; (iii) receive a pro-rata portion of the executive’s management cash bonus under the Bonus Plan for the year of termination, paid out subject to the satisfaction of applicable performance criteria at the same time as management bonuses are paid to employees generally, but no later than March 15^th of the following year; (iv) with respect to Messrs. Nicoletti, Tarchetti, Burke and Turner, retain a pro-rated portion of the executive’s unvested stock options or RSUs, which shall continue to vest according to their original respective vesting dates; provided that any performance-based RSUs will only vest to the extent the applicable performance criteria are achieved; and (v), with respect to Messrs. Nicoletti, and Tarchetti, retain any unvested portion of their respective Project Renewal and integration related equity awards granted in 2016, which shall continue to vest according to their original respective vesting dates. In addition, if Mr. Burke is terminated without cause prior to April 15, 2019, or retires on April 15, 2019, then he will retain all of his stock options and RSUs that will vest within the 36-month period following such termination, all of

49

which shall continue to vest pursuant to their original vesting schedule; provided that any performance-based RSUs will only vest to the extent the applicable performance criteria are achieved. In addition, if Mr. Davies’ employment is terminated for any reason, he is entitled to payment of a pro-rata portion of his supplemental stipend (to the extent it remains unpaid), and if his employment is terminated any time prior to December 31, 2018 for any reason other than good cause (as defined in his employment contract), then he will retain all of his stock options and RSUs that will vest within the 36-month period following such termination, all of which will continue to vest pursuant to their original vesting schedule; provided that any performance-based RSUs will only vest to the extent the applicable performance criteria are achieved. In order to receive these benefits, the executive will be required to sign a separation and release of claims agreement that contains confidentiality, non-solicitation and non-competition obligations. In the event of the executive’s termination following a Change-in-Control (as such term is defined in the respective Employment Security Agreement described below), the executive will not receive benefits under their respective compensation arrangement, and severance benefits will be determined in accordance with the executive’s Employment Security Agreement. However, the executive (other than Mr. Davies) may elect to waive his or her right to receive benefits under his or her Employment Security Agreement and elect to receive benefits under their respective compensation arrangement.

In February of 2018, the Committee 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 executive’s employment with the Company is terminated by the Company for any reason other than good cause (as defined in the RSU agreement) or is terminated by the executive for good reason (as defined in the RSU agreement), prior to the third anniversary of the award date, 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 Company believes that the termination protections afforded under the updated 2018 RSU agreement are appropriate given that the updated RSU agreement provides that the executive will be subject to confidentiality obligations for five years following any termination of employment and non-solicitation, non-competition and non-disparagement restrictive covenants for two years following any termination of employment.

Employment Security Agreements

The Company has Employment Security Agreements (“ESAs”) with its executives, including the named executive officers and certain key employees. The ESAs provide severance benefits following certain terminations of employment occurring within two years of a change in control of the Company. The ESAs do not contain tax gross up provisions. Rather, payments and benefits payable to the executive will be reduced to the extent necessary if doing so would result in the executive retaining a larger after-tax amount, taking into account the income, excise and other taxes imposed on the payments and benefits. Please see the caption “Potential Payments Upon Termination or Change in Control of the Company—Termination of Employment Following a Change in Control—Employment Security Agreements” below for a discussion of the terms of the ESAs.

The Company believes that the protections afforded by the ESAs are a valuable incentive for attracting and retaining top managers. It believes that the ESAs are particularly important because the Company does not generally have employment agreements or long-term employment arrangements with its executives. The Company also believes that, in the event of an extraordinary corporate transaction, the ESAs could prove crucial to the Company’s ability to retain top management through the transaction process. In addition, the Company believes that the benefits provided under the ESAs represent fair and appropriate consideration for the agreement of the executives to the restrictive covenants in the ESAs that prohibit them from competing with the Company and from soliciting Company employees for 24 months following a termination of employment. The benefits provided under the ESAs were determined to be at levels appropriate and competitive with the benefits provided under similar arrangements of companies in the Company’s comparator group.

50

Severance Plan

The Company maintains the Newell Rubbermaid Severance Plan (the “Severance Plan”), the purpose of which is to provide continuation of base salary and health care benefits for a period of time in order to assist the former employee to transition to new employment. Eligibility for benefits is conditioned on an employee incurring an involuntary termination of employment under certain circumstances and agreeing to sign a general release of claims and to abide by certain non-competition, non-solicitation and confidentiality provisions. Under the Severance Plan applicable to the named executive officers (other than Mr. Polk), an employee who is eligible may receive salary continuation for the greater of: (i) three weeks for each year of service or (ii) 52 weeks. The amount of salary continuation is limited to two times the lesser of: (i) an employee’s annual compensation for the year prior to the termination or (ii) the maximum amount that may be taken into account under a qualified retirement plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year of termination ($270,000 for 2017). The employee may also receive medical coverage under COBRA until the earlier to occur of: (i) nine months after termination of employment or (ii) the date the employee is no longer eligible to participate in the group medical plan. Such coverage would be subsidized by the Company at the then existing active employee rates. The Company believes that appropriate severance benefits are important to attracting and retaining talented executives.

Laird Separation Agreement

On August 24, 2017, the Company and Fiona C. Laird, the Company’s former Executive Vice President, Chief Human Resources and Communications Officer, entered into a separation agreement and general release (the “Separation Agreement”) pursuant to which she agreed to a customary release and restrictive covenants. The Separation Agreement entitles Ms. Laird, among other things, to (1) a lump sum severance payment of $700,000; (2) her pro-rated annual cash incentive award under the 2017 Management Bonus Plan, payable at actual corporate performance levels and at the same time bonuses are paid to active employees (which was zero ($0), since no bonuses were paid under the Bonus Plan); (3) continued vesting of her 2016 performance-based restricted stock unit grants, which will vest on their original vesting date (subject to satisfaction of any applicable performance conditions); and (4) continued vesting of her new-hire, performance-based restricted stock unit grants that would have otherwise vested after her separation date of September 1, 2017, which will vest on their original vesting date.

51

2017 Summary Compensation Table

52

Salary.    The “Salary” column of the Summary Compensation Table shows the salaries paid in the years indicated to each of the named executive officers. Salary increases, if any, for each year are generally approved in February of that year or in connection with the named executive officer’s promotion. Mr. Burke’s salary increase became effective April 1, 2017, Mr. Turner’s salary increase became effective August 25, 2017, and Mr. Davies’ salary increase was effective as of January 1, 2017.

Bonus.    The “Bonus” column of the Summary Compensation Table shows special bonus, guaranteed minimum bonuses under the Bonus Plan and similar one-time, lump-sum payments to the named executive officers paid during the year which are separate from Non-Equity Incentive Plan Compensation.

Stock Awards.    The amounts in the “Stock Awards” column of the Summary Compensation Table consist of the grant date fair value of awards of RSUs in accordance with ASC 718 for each named executive officer.

53

Non-Equity Incentive Plan Compensation.    The “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table shows the cash bonus the Company awarded under the Bonus Plan to each named executive officer. The Company pays all of these amounts, if any, in the month of March following the year in which they are earned. No amounts were paid to executive officers under the Bonus Plan for 2017. Additional explanation of the non-equity incentive plan compensation for each named executive officer appears above under the caption “Compensation Discussion and Analysis – Key Elements of Executive Compensation—Annual Incentive Compensation” and below in the footnotes to the 2017 Grants of Plan-Based Awards table.

All Other Compensation.    The “All Other Compensation” column of the Summary Compensation Table reflects the following amounts for each named executive officer in 2017.

54

55

2017 Grants of Plan-Based Awards