spb-20240806


Delaware	001-4219	74-1339132
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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:


☐			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))

Registrant

Title of Each Class

Trading Symbol

Name of Exchange On Which Registered

Spectrum Brands Holdings, Inc.

Common Stock, $0.01 par value

SPB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by checkmark 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. ☐

Spectrum Brands Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of shareholders (the “Annual Meeting”) on August 6, 2024. A total of 24,894,557 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were present in person or represented by proxy at the Annual Meeting, representing 88.82% of the Company’s outstanding Common Stock as of June 17, 2024, the record date.

The Company is pleased to have had a significant percentage of its outstanding shares of Common Stock participate in the Annual Meeting and vote in favor of each proposal presented for consideration. The final results for the votes regarding each proposal are set forth below, including the approval percentage for each proposal calculated in accordance with the respective methodology described in the Company's Proxy Statement:

Proposal 1. The Company’s stockholders elected each of the following persons as directors of the Company for a term of one year and until his successor is elected and qualified. The votes regarding this proposal were as follows:


Name	For	Against	Abstain	Broker Non-Votes	Approval Percentage
Sherianne James	22,616,834	910,482	6,437	1,360,804	96.13%
Leslie L. Campbell	23,474,313	52,988	6,452	1,360,804	99.77%
Joan Chow	23,473,929	53,404	6,420	1,360,804	99.77%
Hugh R. Rovit	22,836,893	543,959	152,901	1,360,804	97.67%
Gautam Patel	23,304,162	222,591	7,000	1,360,804	99.05%
David M. Maura	22,783,308	550,435	200,010	1,360,804	97.64%
Terry L. Polistana	22,731,811	795,173	6,769	1,360,804	96.62%

Proposal 2. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024. The votes regarding this proposal were as follows:

Proposal 3. The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers of the Company. The votes regarding this proposal were as follows:


For	Against	Abstain	Broker Non-Votes	Approval Percentage
22,869,677	611,354	52,722	1,360,804	97.18%


			Exhibit No.						Description
			104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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.


Date: August 6, 2024
	SPECTRUM BRANDS HOLDINGS, INC.

	By:	/s/ Ehsan Zargar
		Name: Ehsan Zargar
		Title: Executive Vice President, General Counsel and Corporate Secretary


Emerging Growth Company			☐