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Spectrum Brands Holdings, Inc., et al. – ‘8-K’ for 7/19/22

On: Thursday, 7/21/22, at 4:07pm ET · For: 7/19/22 · Accession #: 950142-22-2277 · File #s: 1-04219, 333-192634-03

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/21/22  Spectrum Brands Holdings, Inc.    8-K:5       7/19/22   11:233K                                   Paul Weiss Ri… LLP 01/FA
          SB/RH Holdings, LLC

Current Report — Form 8-K

Filing Table of Contents

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‘8-K’ — Current Report

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iX: C: C: C: C: C: C: C: C:

i 0000109177 i false i 0001592706 i False 0000109177 2022-07-19 2022-07-19 0000109177 SPB:SBRHMember 2022-07-19 2022-07-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 21, 2022 ( i July 19, 2022)

i SPECTRUM BRANDS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

i Delaware

i 001-4219

i 74-1339132

(State or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

i SB/RH HOLDINGS, LLC

(Exact Name of Registrant as Specified in its Charter)

i Delaware

i 333-192634-03

i 27-2812840

(State or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

i 3001 Deming Way

i Middleton, i Wisconsin i 53562

(Address of principal executive offices)

( i 608) i 275-3340

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

CIK	0001592706
Amendment Flag	False

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:

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 Exchange Act:

Registrant		Title of Each Class		Trading Symbol		Name of Exchange on Which Registered
Spectrum Brands Holdings, Inc.		i Common Stock, $0.01 par value		i SPB		i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Spectrum Brands Holdings, Inc.	i ☐
SB/RH Holdings, LLC	i ☐

If an emerging growth company, indicate by checkmark 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.

Spectrum Brands Holdings, Inc.	☐
SB/RH Holdings, LLC	☐

Item 5.02

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

On July 19, 2022, Daniel L. Karpel notified Spectrum Brands Holdings, Inc. (the “Company”) of his intent to resign, effective August 9, 2022, as Chief Accounting Officer of the Company to pursue another opportunity. Mr. Karpel’s departure is not related to any disagreement with the Company’s operations, operating policies or practices.

Effective immediately following Mr. Karpel’s departure, Jeremy W. Smeltser, the Company’s Executive Vice President, Chief Financial Officer, will assume the responsibilities of the role of Chief Accounting Officer. For further information about Mr. Smeltser, please see “Directors, Executive Officers and Corporate Governance – Our Executive Officers” in the Company’s Definitive Proxy Statement filed with the Securities Exchange Commission on July 7, 2022. There is no change in compensation for Mr. Smeltser based on these changes.

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.

Date: July 21, 2022

SPECTRUM BRANDS HOLDINGS, INC. SB/RH HOLDINGS, LLC

By:	/s/ *Jeremy Smeltser*
	Name: Title:	Jeremy Smeltser Executive Vice President and Chief Financial Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	8/9/22	DEF 14A
Filed on:	7/21/22
For Period end:	7/19/22
	7/7/22	DEF 14A
		List all Filings

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Filing Submission 0000950142-22-002277 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)