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): May 7, 2021 (May 5, 2021)

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9608	36-3514169
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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	TRADING SYMBOL	NAME OF EXCHANGE ON WHICH REGISTERED
Common stock, $1 par value per share	NWL	Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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 5.07 Submission of Matters to a Vote of Security Holders.

Newell Brands Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 5, 2021. For more information on the proposals presented at the meeting, please see the Company’s Definitive Proxy Statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2021 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.

The number of shares of common stock voted on matters presented at the Annual Meeting was 379,089,747 of the 425,331,082 shares outstanding as of the March 9, 2021 record date for the Annual Meeting. Below is a summary of the items voted on by the stockholders at the Annual Meeting.

The stockholders elected each of the following ten nominees to the Board of Directors for a one-year term by a majority vote:

DIRECTOR	FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
BRIDGET RYAN BERMAN		286,144,678		62,291,668		284,289		30,369,112
PATRICK D. CAMPBELL		315,854,493		31,741,485		1,124,657		30,369,112
JAMES R. CRAIGIE		336,213,896		12,202,365		304,374		30,369,112
BRETT M. ICAHN		342,289,054		5,850,633		580,948		30,369,112
JAY L. JOHNSON		346,501,110		1,845,258		374,267		30,369,112
GERARDO I. LOPEZ		286,451,089		61,899,909		369,637		30,369,112
COURTNEY R. MATHER		344,182,622		4,020,231		517,782		30,369,112
RAVICHANDRA K. SALIGRAM		344,577,888		3,831,902		310,845		30,369,112
JUDITH A. SPRIESER		266,948,385		81,477,741		294,509		30,369,112
ROBERT A. STEELE		334,687,566		13,720,080		312,989		30,369,112

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2021:

For	377,949,096
Against	695,295
Abstain	445,356

The stockholders approved the advisory resolution to approve executive compensation:

For	314,651,476
Against	32,592,736
Abstain	1,476,423
Broker Non-Votes	30,369,112

The stockholders did not approve a stockholder proposal to amend the stockholder right to act by written consent:

For	150,921,205
Against	190,425,742
Abstain	7,373,688
Broker Non-Votes	30,369,112

2

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.

Dated: May 7, 2021		NEWELL BRANDS INC.
	By:	/s/ Bradford R. Turner
		Chief Legal and Administrative Officer and Corporate Secretary

3

XML

Document and Entity Information	May 05, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000814453
Document Type	8-K
Document Period End Date	May 05, 2021
Entity Registrant Name	NEWELL BRANDS INC.
Entity Incorporation State Country Code	DE
Entity File Number	1-9608
Entity Tax Identification Number	36-3514169
Entity Address, Address Line One	6655 Peachtree Dunwoody Rd.
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30328
City Area Code	(770)
Local Phone Number	418 -7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12g Title	Common stock, $1 par value per share
Trading Symbol	NWL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false