8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 28, 2018 (November 26, 2018)

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9608	36-3514169
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

221 River Street

Hoboken, New Jersey 07030

(Address of principal executive offices including zip code)

(201) 610-6600

(Registrant’s telephone number, including area code)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(d)    On November 26, 2018, Newell Brands Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, determined to voluntarily withdraw the principal listing of the Company’s common stock, par value $1 per share, (the “Common Stock”) from the New York Stock Exchange (“NYSE”) and to transfer the listing to The Nasdaq Global Select Market (“Nasdaq”). The Company expects that listing and trading of the Common Stock on NYSE will end at market close on December 10, 2018, and that trading will begin on Nasdaq at market open on December 11, 2018.

The Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the stock symbol “NWL”.

Item 7.01 Regulation FD Disclosure

The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the principal listing of the Common Stock to Nasdaq.

The information in Item 7.01 and Item 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release issued by Newell Brands Inc. on November 28, 2018

SIGNATURES

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

	NEWELL BRANDS INC.
Dated: November 28, 2018	By:	/s/ Bradford R. Turner
		Bradford R. Turner Chief Legal and Administrative Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Newell Brands to Move Stock Exchange Listing to Nasdaq

Stock Symbol to Remain NWL

HOBOKEN, NJ – November 28, 2018 – Newell Brands (NYSE:NWL) today announced it will voluntarily transfer its stock exchange listing from the New York Stock Exchange to the Nasdaq Global Select Market (“Nasdaq”) effective December 10, 2018 after market close. Newell Brands’ shares are expected to begin trading as a Nasdaq-listed security on December 11, 2018, with the common stock continuing to trade under the stock symbol “NWL.”

“We are excited about the move to Nasdaq, home to many of the world’s leading companies,” said Michael Polk, Newell Brands’ President and Chief Executive Officer. “We anticipate a seamless transition for our shareholders, and look forward to leveraging Nasdaq’s cost-effective platforms and robust tools for branding and corporate solutions as we execute on the Accelerated Transformation Plan. We want to extend our gratitude to the NYSE for their valued partnership over the years.”

About Newell Brands

Newell Brands (NYSE: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Paper Mate^®, Sharpie^®, Dymo^®, EXPO^®, Parker^®, Elmer’s^®, Coleman^®, Marmot^®, Oster^®, Sunbeam^®, FoodSaver^®, Mr. Coffee^®, Graco^®, Baby Jogger^®, NUK^®, Calphalon^®, Rubbermaid^®, Contigo^®, First Alert^®, 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, www.newellbrands.com.

Contacts:

Investors:

Nancy O’Donnell

SVP, Investor Relations and Communications

+1 (201) 610-6857

nancy.odonnell@newellco.com

Media:

Claire-Aude Staraci

Director, External Communications

+ (201) 610-6717

claireaude.staraci@newellco.com

221 River Street Hoboken, NJ 07030 +1 (201) 610-6600 NYSE: NWL www.newellbrands.com   1

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements are based on management’s current views and assumptions, including statements regarding the expected benefits and impact of the move from NYSE to Nasdaq. Actual events and results may differ materially from those

expressed in the forward-looking statements. Please refer to the cautionary statements set forth in the “Forward-Looking Statements” section and under the caption “Risk Factors” in the Newell Brands’ Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission for other factors that could affect our business or the impact of this listing transfer.

221 River Street Hoboken, NJ 07030 +1 (201) 610-6600 NYSE: NWL www.newellbrands.com   2