UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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): December 1, 2022 ( i November 29, 2022)

 

 i NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

 

 

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

 i 6655 Peachtree Dunwoody Road

 i Atlanta,  i Georgia  i 30328

(Address of principal executive offices including zip code)

 i (770)  i 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):

 

i ☐

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

 

i ☐

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

 

i ☐

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

 

i ☐

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
i Common stock, $1 par value per share		i NWL		i 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   i ☐

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 5.02.

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

On November 29, 2022, the Board of Directors (the “Board”) of Newell Brands Inc. (the “Company”) voted to increase the size of the Board from ten members to eleven and to elect Stephanie Stahl to the Board of Directors, effective January 1, 2023. There are no arrangements or understandings pursuant to which she was selected as a director and no transactions reportable under Item 404(a) of Regulation S-K. Ms. Stahl will receive the same compensation as the Company’s other non-employee directors, as described in the Company’s Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 23, 2022, including a pro-rated annual restricted stock unit award, effective January 1, 2023, with a grant date fair value of approximately $55,000.

On December 1, 2022, the Company issued a press release regarding the election of Ms. Stahl, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release of Newell Brands Inc. dated December 1, 2022
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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: December 1, 2022				By:		/s/ Bradford R. Turner
						Bradford R. Turner
						Chief Legal and Administrative Officer and Corporate Secretary