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 16, 2023

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)

6655 Peachtree Dunwoody Road

Atlanta, Georgia 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(s)	Name of each exchange on which registered
Common stock, $1 par value per share	NWL	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 8.01 Other Events

On May 16, 2023, Newell Brands Inc. (the “Company”) announced that its Board of Directors and management team has updated the Company’s dividend policy, reducing the quarterly dividend to $0.07 per share (implying $0.28 per share annually). Accordingly, the Company announced the declaration of a quarterly divided of $0.07 per share, payable on June 15, 2023, to common stockholders of record as of May 31, 2023. The Company issued a press release earlier today, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements relating to future dividends, expected cash flow performance and generation, and the nature of future investments and de-leveraging, within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside of the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risks and uncertainties included in the Company’s reports on Forms 10-K, 10-Q and 8-K and in other filings the Company makes with the U.S. Securities and Exchange Commission from time to time, available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained herein speak only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01 Exhibits.

(d)Exhibits

99.1	Press Release, dated May 16, 2023
104	Cover Page Interactive Data File— (formatted as Inline XBRL)

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: May 16, 2023	By:	/s/ Mark J. Erceg
		Mark J. Erceg
		Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

Newell Brands Updates Capital Allocation Strategy and Declares

Quarterly Dividend of $0.07 per Share

ATLANTA, GA – May 16, 2023 – Newell Brands Inc. (NASDAQ: NWL) announced today that its Board of Directors, together with the management team, updated the company’s dividend policy, reducing the quarterly dividend to $0.07 per share (implies $0.28 per share annually). Accordingly, Newell Brands announced the declaration of a quarterly cash dividend of $0.07 per share. The dividend is payable June 15, 2023 to common stockholders of record at the close of business on May 31, 2023.

Over the past several months, as previously communicated, the management team has undertaken a refresh of the corporate strategy, encompassing: a comprehensive assessment of where Newell Brands stands versus best-in-class competition on the key capabilities required to win in this industry, an updated and integrated set of where to play and how to win choices, an assessment of the talent and culture required to enact the strategy refresh, as well as an evaluation of the capital allocation priorities required to support the new strategy.

Management continues to expect a strong rebound in Newell Brands’ cash flow performance in 2023 and remains confident about the cash flow generation potential of the business. The company is deliberately resetting its capital allocation priorities and right-sizing the dividend to fund high-return internal supply chain consolidation investment opportunities, while enabling faster de-leveraging of the balance sheet and providing additional financial flexibility.

Today’s update to Newell Brands’ dividend policy is aligned with the broader strategy refresh and management’s recommended capital allocation framework, with the dividend remaining an important priority going forward. The company plans to share additional details about the strategy refresh within the next few months.

About Newell Brands

Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, Dymo, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. 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 future dividends, expected cash flow performance and generation, and the nature of future investments and de-leveraging, 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

6655 Peachtree Dunwoody Road	NASDAQ: NWL
Atlanta, GA 30328 +1 (770) 418-7000	www.newellbrands.com

News Release

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.

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 +1 (770) 418-7000	www.newellbrands.com

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Entity Central Index Key	0000814453
Document Type	8-K
Document Period End Date	May 16, 2023
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 Road
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
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Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $1 par value per share
Trading Symbol	NWL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false