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NEWELL BRANDS INC. Proxy Solicitation & Information Statement 2017

Mar 30, 2017

31632_rns_2017-03-30_902a7cd0-5efb-4ebe-b9c4-1df6283acb41.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d358654ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Newell Brands Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which the transaction applies:

(3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of the transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 9, 2017.

NEWELL BRANDS INC. NEWELL BRANDS INC. 221 RIVER STREET HOBOKEN, NJ 07030

Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 17, 2017
Date: May 9, 2017 Time: 9:00
AM
Location: W Hotel Hoboken
225 River
Street
Hoboken, New Jersey 07030

| You are receiving this communication because you hold shares in the
company named above. |
| --- |
| This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials
online at www.proxyvote.com or easily request a paper copy (see reverse side). |
| We encourage you to access and review all of the important information
contained in the proxy materials before voting. |
| See the
reverse side of this notice to obtain proxy materials and voting instructions. |

— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request
one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY
TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before April 25, 2017 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

1.
1a. Ian G.H.
Ashken
1b. Thomas E. Clarke
1c. Kevin C.
Conroy
1d. Scott S. Cowen
1e. Michael
T. Cowhig
1f. Domenico
De Sole
1g. Martin E. Franklin
1h. Ros L’Esperance
1i. Michael B. Polk
1j. Steven J. Strobel
1k. Michael A. Todman
1l. Raymond G. Viault
Proposals – The Board of Directors recommends you vote FOR Proposals 2 and 3:
2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2017.
3. Advisory resolution to approve executive compensation.
Proposal – The Board of Directors recommends you vote FOR 1 YEAR on the following proposal:
4. Vote on the frequency of the advisory vote on executive compensation.
NOTE: To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.