UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 1, 2022 (
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices including zip code)
(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 |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 29, 2022, the Board of Directors (the “Board”) of Newell Brands Inc. (the “Company”) voted to increase the size of the Board from ten members to eleven and to elect Stephanie Stahl to the Board of Directors, effective January 1, 2023. There are no arrangements or understandings pursuant to which she was selected as a director and no transactions reportable under Item 404(a) of Regulation S-K. Ms. Stahl will receive the same compensation as the Company’s other non-employee directors, as described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 23, 2022, including a pro-rated annual restricted stock unit award, effective January 1, 2023, with a grant date fair value of approximately $55,000.
On December 1, 2022, the Company issued a press release regarding the election of Ms. Stahl, 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 |
| Exhibit |
Description | |
| 99.1 | Press Release of Newell Brands Inc. dated December 1, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEWELL BRANDS INC. | ||||||
| Dated: December 1, 2022 | By: | /s/ Bradford R. Turner | ||||
| Bradford R. Turner | ||||||
| Chief Legal and Administrative Officer and Corporate Secretary | ||||||
Exhibit 99.1
|
News Release |
Newell Brands Elects Stephanie Stahl to Board of Directors
ATLANTA, GA – December 1, 2022 – Newell Brands (NASDAQ: NWL) today announced that Stephanie Stahl has been elected to the Board of Directors, effective January 1, 2023. With the appointment of Ms. Stahl, the size of the company’s Board will increase from ten members to eleven.
“We are delighted to welcome Stephanie, a dynamic business leader with a proven track record of success, to Newell Brands’ Board of Directors,” said Patrick Campbell, Chairman. “We are confident that her extensive experience and expertise in marketing, strategic planning and execution, brand building, as well as sustainability, will further strengthen our Board and help us execute on our strategic agenda. We look forward to leveraging Stephanie’s insights and leadership to continue to position the company for sustainable and profitable growth, while driving value creation for all stakeholders and serving as a force for good.”
Ms. Stahl is a consumer driven and ESG focused leader, who brings valuable experience within the consumer sector in marketing, data analytics, digital, sustainability, brand building, and strategy. Since August 2022, Ms. Stahl has served as a Senior Advisor to Boston Consulting Group, where she was also a Partner through 2003. She is the Founder of her investment and advisory company, Studio Pegasus LLC, which was launched in 2015 to focus on supporting early-stage consumer ventures and the Co-Founder and former CEO of Ace of Air, a B Corp Certified circular beauty and wellness brand. Between 2012 and 2015, she served as Global Marketing & Strategy Officer of Coach, Inc. and prior to that held executive positions at several leading retail and consumer products companies. Ms. Stahl currently serves on the Boards of Directors of Dollar Tree, Inc. and Carter’s, Inc.
Ms. Stahl holds a B.S. in Quantitative Economics from Stanford University and an M.B.A. from the 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 Rubbermaid, FoodSaver, Calphalon, Sistema, Sharpie, Paper Mate, Dymo, EXPO, Elmer’s, Yankee Candle, Graco, NUK, Rubbermaid Commercial Products, Spontex, Coleman, Campingaz, Contigo, Oster, Sunbeam and Mr. Coffee. Newell Brands’ beloved, planet friendly brands enhance and brighten consumers lives at home and outside by creating moments of joy, building confidence and providing peace of mind.
This press release and additional information about Newell Brands are available on the company’s website, www.newellbrands.com.
Caution Concerning Forward-Looking Statements
Some of the statements in this press release, particularly those relating to strategic execution, growth and value creation, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include the factors listed from time to time in our SEC filings, including but not limited to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other SEC filings. The company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments.
| 6655 Peachtree Dunwoody Road | NASDAQ: NWL | |
| Atlanta, GA 30328 | www.newellbrands.com | |
| +1 (770) 418-7000 |
1
|
|
News Release |
Contacts:
| Investors: | Media: | |
| Sofya Tsinis | Beth Stellato | |
| VP, Investor Relations | Chief Communications Officer | |
| +1 (201) 610-6901 | +1 (470) 580-1086 | |
| sofya.tsinis@newellco.com | beth.stellato@newellco.com |
| 6655 Peachtree Dunwoody Road | NASDAQ: NWL | |
| Atlanta, GA 30328 | www.newellbrands.com | |
| +1 (770) 418-7000 |
2