Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
There are no family relationships, as defined in Item 401 of Regulation S-K,
between
In connection with his appointment as President,
(i) An increase in his annual base salary rate to$900,000 ; and (ii) An equity award under theNewell Brands Inc. 2022 Incentive Plan (the "2022 Incentive Plan") having a target value of$500,000 , granted onMay 5, 2022 (the "Grant Date"), consisting of (1) performance based restricted stock ("PRSUs") with a grant date fair value of$250,000 ; (2) stock options (the "Options") with a grant date fair value of$150,000 ; and (3) time based restricted stock units ("TRSUs") with a grant date fair value of$100,000 . For this purpose, the PRSUs and TRSUs were valued based on the closing price of the Company's common stock on the Grant Date, and each Option had the value of one-fifth of one share of the Company's common stock on the Grant Date.
The PRSUs awarded vest on the third anniversary of the Grant Date at 0% to 200%
based on the level of achievement of equally weighted performance goals for
Annual Core Sales Growth and Cumulative Free Cash Flow, as defined in the 2022
Long Term Incentive Plan Terms and Conditions, subject to adjustment based upon
a comparison of the Company's total shareholder return relative to a
pre-determined set of comparator group companies for the three-year performance
period, all as set forth in Exhibit 10.1 to the Company's Current Report on Form
8-K filed with the
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on
The number of shares of common stock voted on matters presented at the Annual
Meeting was 379,310,202 of the 415,806,114 shares outstanding as of the
The stockholders elected each of the following ten nominees to the Board of Directors for a one-year term by a majority vote:
Broker For Against Abstain Non-Votes Bridget Ryan Berman 329,928,355 19,824,847 210,933 29,346,067 Patrick D. Campbell 331,226,010 17,298,219 1,439,906 29,346,067 James R Craigie 331,535,707 16,358,667 2,069,761 29,346,067 Brett M. Icahn 310,049,534 39,639,905 274,696 29,346,067 Jay L. Johnson 346,975,561 2,751,598 236,976 29,346,067 Gerardo I. Lopez 337,934,439 11,768,386 261,310 29,346,067 Courtney R Mather 346,682,475 3,050,286 231,374 29,346,067 Ravichandra K. Saligram 346,054,128 3,666,059 243,948 29,346,067 Judith A. Sprieser 345,560,804 4,181,017 222,314 29,346,067 Robert A. Steele 337,795,593 11,926,722 241,820 29,346,067
The stockholders ratified the appointment of
For: 378,372,458 Against: 589,088 Abstain: 348,656 The stockholders approved the advisory resolution to approve executive compensation: For: 326,567,420 Against: 22,526,287 Abstain: 870,428 Broker Non-Votes: 29,346,067
The stockholders approved the
For: 323,666,113 Against: 25,639,118 Abstain: 658,904 Broker Non-Votes: 29,346,067
The stockholders did not approve the stockholder proposal to amend the stockholder right to request a special meeting of stockholders:
For: 114,774,252 Against: 234,450,463 Abstain: 739,420 Broker Non-Votes: 29,346,067 3
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 10.1 2022 Restricted Stock Unit Award Agreement under the 2022 Incentive Plan 10.2 2022 Non-Qualified Stock Option Agreement under the 2022 Incentive Plan 99.1 Press Release datedMay 5, 2022 , issued byNewell Brands Inc. 101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. 4
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