UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 11, 2017 (May 9, 2017)
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)
Hoboken, New Jersey 07030
(Address of principal executive offices including zip code)
(201) 610-6600
(Registrant’s telephone number, including area code)
(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 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 on May 9, 2017. For more information on the proposals presented at the meeting, see the Company’s Proxy Statement, filed with the Securities and Exchange Commission on March 30, 2017, the relevant portions of which are incorporated herein by reference.
The stockholders elected each of the twelve nominees to the Board of Directors for a one-year term by a majority of the votes cast:
Director | For | Against | Abstain | Broker Non-Votes |
Ian G.H. Ashken | 402,986,976 | 7,201,415 | 466,734 | 30,154,760 |
Thomas E. Clarke | 379,222,809 | 31,075,211 | 357,105 | 30,154,760 |
Kevin C. Conroy | 384,650,789 | 25,639,818 | 364,518 | 30,154,760 |
Scott S. Cowen | 380,390,102 | 29,904,253 | 360,770 | 30,154,760 |
Michael T. Cowhig | 404,810,932 | 5,447,519 | 396,674 | 30,154,760 |
Domenico De Sole | 382,264,887 | 28,041,014 | 349,224 | 30,154,760 |
Martin E. Franklin | 401,418,202 | 8,735,169 | 501,754 | 30,154,760 |
Ros L’Esperance | 408,980,879 | 1,229,629 | 444,617 | 30,154,760 |
Michael B. Polk | 406,755,915 | 3,580,726 | 318,484 | 30,154,760 |
Steven J. Strobel | 406,756,231 | 3,556,525 | 342,369 | 30,154,760 |
Michael A. Todman | 406,229,333 | 2,331,410 | 2,094,382 | 30,154,760 |
Raymond G. Viault | 401,506,848 | 8,805,318 | 342,959 | 30,154,760 |
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2017:
For | 438,636,225 |
Against | 1,614,264 |
Abstain | 559,396 |
The stockholders approved the advisory resolution approving executive compensation:
For | 350,807,074 |
Against | 58,802,230 |
Abstain | 1,045,821 |
Broker Non-Votes | 30,154,760 |
The stockholders voted to hold an advisory vote every year to approve executive compensation:
One Year | 376,698,839 |
Two Years | 489,614 |
Three Years | 32,907,523 |
Abstain | 559,149 |
Broker Non-Votes | 30,154,760 |
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 11, 2017 | By: | /s/ Bradford R. Turner__________________ Bradford R. Turner Chief Legal Officer and Corporate Secretary |