Newell Brands Inc.

05/14/2025 | Press release | Distributed by Public on 05/14/2025 14:31

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, on May 8, 2025, at the Annual Meeting of Stockholders (the "Annual Meeting") of Newell Brands Inc. (the "Company"), the stockholders of the Company approved an amendment to the Newell Brands Inc. 2022 Incentive Plan (the "Plan"). The amendment increased the aggregate share reserve (and the number of shares that may be subject to incentive stock options) under the Plan by 13,000,000 shares of common stock. For more information on the amendment, please see the related proposal in the Proxy Statement (as defined in Item 5.07 below).

The foregoing description of the amendment and the Plan, as amended, does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 8, 2025. For more information on the proposals presented at the meeting, please see the Company's Definitive Proxy Statement, filed with the SEC on March 27, 2025 (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 383,969,944 of the 417,676,055 shares outstanding as of the March 12, 2025 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 nine nominees to the Board of Directors for a one-year term by a majority vote:

For

Against

Abstain

Broker Non-Votes

Bridget Ryan Berman

347,621,944

5,083,879

353,543

30,910,578

Patrick D. Campbell

324,120,862

28,601,708

336,796

30,910,578

James P. Keane

346,865,886

5,851,937

341,543

30,910,578

Gerardo I. Lopez

347,753,284

4,852,357

453,725

30,910,578

Christopher H. Peterson

350,210,590

2,483,434

365,342

30,910,578

Gary H. Pilnick

350,451,271

2,262,392

345,703

30,910,578

Judith A. Sprieser

347,985,871

4,645,184

428,311

30,910,578

Stephanie P. Stahl

344,917,294

7,609,964

532,108

30,910,578

Anthony Terry

348,152,421

4,475,247

431,698

30,910,578

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:

For

Against

Abstain

380,861,381

2,529,860

578,703

The stockholders approved the advisory resolution to approve named executive officer compensation ("Say-On-Pay"):

For

Against

Abstain

Broker Non-Votes

297,871,146

54,548,725

639,495

30,910,578

The stockholders approved an amendment to the Newell Brands Inc. 2022 Incentive Plan:

For

Against

Abstain

Broker Non-Votes

336,467,118

16,085,069

507,179

30,910,578

2

The stockholders did not approve a stockholder proposal to approve additional stock retention requirements for executives:

For

Against

Abstain

Broker Non-Votes

113,009,379

239,351,439

698,548

30,910,578

Newell Brands Inc. published this content on May 14, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 14, 2025 at 20:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io