Form 8-K
false 0000814453 0000814453 2020-09-08 2020-09-08





Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 11, 2020 (September 8, 2020)




(Exact name of registrant as specified in its charter)




Delaware   1-9608   36-3514169

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification Number)

6655 Peachtree Dunwoody Rd.

Atlanta, GA 30328

(Address of principal executive offices including zip code)

(770) 418 - 7000

(Registrant’s telephone number, including area code)



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


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


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


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


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

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


Title of each class





Name of exchange

on which registered

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

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

Emerging growth company  

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




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)     On September 8, 2020, the Board of Directors (the “Board”) of Newell Brands Inc. (the “Company”) increased the size of the Board from ten members to eleven and elected Jay Johnson to the Board of Directors, effective immediately. Mr. Johnson will serve on the Audit Committee of the Board. There are no arrangements or understandings pursuant to which he was selected as a director and no transactions reportable under Item 404(a) of Regulation S-K. Mr. Johnson will receive the same compensation as the Company’s other non-employee directors, which is described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 26, 2020.

On September 11, 2020, the Company issued a press release regarding the election of Mr. Johnson, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.





99.1    Press Release of Newell Brands Inc. dated September 11, 2020
104    Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


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


Dated: September 11, 2020     By:  

/s/ Bradford R. Turner

      Bradford R. Turner
      Chief Legal and Administrative Officer and Corporate Secretary

Exhibit 99.1


LOGO   News Release

Newell Brands Elects Jay Johnson to Board of Directors

ATLANTA, GA – September 11, 2020 – Newell Brands (NASDAQ: NWL) today announced that Jay L. Johnson, Executive Vice President, Chief Financial Officer and Treasurer of Lamar Advertising Company, has been elected to the company’s Board of Directors, effective September 8, 2020. He will serve as a member of the Audit Committee.

“We are delighted to welcome Jay to the Board. He has distinguished himself as a leader with in-depth financial expertise in consumer facing industries,” said Patrick Campbell, Chairman of the Board of Directors. “His experience and insights will be a valuable addition to our efforts to execute the company’s Turnaround Plan and reignite growth across our portfolio and will help to strengthen our focus on prioritizing, supporting and investing in the communities that we serve. We look forward to working with Jay to drive value creation for all our stakeholders.”

Mr. Johnson, 44, brings strong financial and operational leadership to the Newell Brands Board. Prior to joining Lamar Advertising in 2019, he served as Executive Vice President and Chief Financial Officer at DiamondRock Hospitality Company. Previously, he held various senior leadership roles at Host Hotels and Resorts, Inc., KeyBank Real Estate Capital and Bank of America, NA, among others. He currently serves as a member of the Board of Directors of Friends of Louisiana Public Broadcasting.

Mr. Johnson holds a B.A. in Economics from Morehouse College and an MBA from Harvard Business School.

About Newell Brands

Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Paper Mate®, Sharpie®, Dymo®, EXPO®, Parker®, Elmer’s®, Coleman®, Marmot®, Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®, Rubbermaid Commercial Products®, Graco®, Baby Jogger®, NUK®, Calphalon®, Rubbermaid®, Contigo®, First Alert®, Mapa®, Spontex® and Yankee Candle®. For hundreds of millions of consumers, Newell Brands makes life better every day, where they live, learn, work and play.

This press release and additional information about Newell Brands are available on the company’s website,


Investor Contact:   Media Contact:
Nancy O’Donnell   Beth Stellato
SVP, Investor Relations & Corporate Communications   VP, Corporate Communications, Events & Philanthropy
+1 (770) 418-7723   +1 (718) 541-8178


6655 Peachtree Dunwoody Road   


Atlanta, GA 30328   

+1 (770) 418-7000