MJN Mead Johnson Nutrition Company (delisted)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held May 31, 2017
1:00 p.m. Central Daylight Time

        Notice is hereby given that the special meeting of stockholders (the "special meeting") of Mead Johnson Nutrition Company, a Delaware corporation (the "Company"), will be held on May 31, 2017, at 1:00 p.m. Central Daylight Time, at the offices of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, to consider and vote upon:

(1)

a proposal to adopt the Agreement and Plan of Merger, dated as of February 10, 2017 entered into among the Company, Reckitt Benckiser Group plc, a company incorporated in England and Wales ("Reckitt Benckiser") and Marigold Merger Sub, Inc., a Delaware corporation and wholly owned indirect subsidiary of Reckitt Benckiser ("Merger Sub"), as may be amended from time to time (the "merger agreement"). Pursuant to the merger agreement, Reckitt Benckiser will indirectly acquire the Company by means of a merger of Merger Sub with and into the Company on the terms and subject to the conditions set forth in the merger agreement, with the Company continuing as the surviving entity following the merger as a wholly owned indirect subsidiary of Reckitt Benckiser (the "merger").



(2)

a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to establish a quorum or adopt the merger agreement (the "Adjournment Proposal"); and



(3)

a proposal to approve, on a non-binding, advisory basis, the payment of certain compensation and benefits to our named executive officers, which they will or may be entitled to receive from the Company (or its successor) and as a consequence of the merger (the "Merger-Related Compensation Proposal").

        The foregoing matters are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference.

         Our Board unanimously recommends that you vote (1) "FOR" the proposal to adopt the merger agreement, (2) "FOR" the Adjournment Proposal and (3) "FOR" the non-binding, advisory Merger-Related Compensation Proposal.

        The affirmative vote of the holders of a majority of the outstanding shares of our common stock as of the close of business on the record date is required to adopt the merger agreement. The affirmative vote of the holders of a majority of the outstanding shares of our common stock present at the special meeting, either in person or by proxy, and entitled to vote at the special meeting is required to approve the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal.

         YOUR VOTE IS VERY IMPORTANT, regardless of the number of shares that you own. The merger cannot be completed unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the outstanding shares of our common stock. EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE REQUEST THAT YOU AUTHORIZE YOUR PROXY TO VOTE YOUR SHARES BY EITHER MARKING, SIGNING, DATING AND PROMPTLY RETURNING THE PROXY CARD OR SUBMITTING YOUR PROXY OR VOTING INSTRUCTIONS BY TELEPHONE OR INTERNET. If you attend the special meeting and desire to vote in person, you may do so even though you have previously sent a proxy. The failure to vote, either in person or by

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proxy, will have exactly the same effect as voting "AGAINST" the proposal to adopt the merger agreement.

        If you attend the special meeting in person and fail to vote in person by ballot, that will be treated as an abstention. Abstentions will have the same effect as voting " AGAINST " the proposal to adopt the merger agreement. However, abstentions will have no effect on the result of the vote on the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal, although abstentions will be considered present for the purpose of determining the presence of a quorum.

        If your shares are held in "street name," you should instruct your broker on how to vote your shares, following the procedures provided by your broker. Your broker will be unable to vote your shares without instructions from you. The failure to instruct your broker on how to vote your shares will have exactly the same effect as voting " AGAINST " the proposal to adopt the merger agreement.

        Any proxy may be revoked at any time prior to its exercise by (i) giving written notice to our Corporate Secretary at our principal executive offices at 225 North Canal Street, 25th Floor, Chicago, Illinois 60606, stating that you would like to revoke your proxy, (ii) completing and submitting a new proxy card bearing a later date (in any of the permitted forms), or (iii) voting in person at the special meeting. If your shares are held in the name of a broker, bank or other agent, you must follow instructions received from such broker, bank or agent with this proxy statement in order to revoke your vote or to vote in person at the special meeting.

        Only stockholders of record as of the close of business on April 13, 2017, are entitled to notice of and to vote at the special meeting or at any postponement or adjournment thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 225 North Canal Street, 25th Floor, Chicago, Illinois 60606, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during the meeting.

        Stockholders who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of the shares of our common stock they own, if they deliver a demand for appraisal before the vote is taken on the adoption of the merger agreement and comply with all the requirements of Delaware law, which are summarized herein and reproduced in their entirety in Annex D to this proxy statement.

		By order of the Board of Directors,
April 27, 2017 Chicago, Illinois		Patrick M. Sheller Senior Vice President, General Counsel and Secretary

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SUMMARY

         This summary highlights selected information from this proxy statement with respect to the special meeting, the merger agreement and the merger, and it may not contain all of the information that is important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its appendices and the documents referred to or incorporated by reference into this proxy statement. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions in the section entitled "Where You Can Find More Information" on page 114.

         In this proxy statement, the terms "we, " "us," "our" and the "Company" refer to Mead Johnson Nutrition Company and its subsidiaries. We refer to Reckitt Benckiser Group plc as "Reckitt Benckiser" and Marigold Merger Sub, Inc. as "Merger Sub." We refer to the Agreement and Plan of Merger, dated as of February 10, 2017, among the Company, Reckitt Benckiser and Merger Sub, as may be amended from time to time, as the "merger agreement." We refer to the special meeting of stockholders as the "special meeting." The Board of Directors of the Company is referred to as our "Board."

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Parties to the Merger (Page 23)

Mead Johnson Nutrition Company
225 North Canal Street, 25th Floor
Chicago, Illinois 60606
(312) 466-5800

        The Company is a Delaware corporation headquartered in Chicago, Illinois. We are a global leader in pediatric nutrition with approximately $3.7 billion in net sales for the year ended December 31, 2016. We are committed to being the world's leading nutrition company for infants and children and to helping nourish the world's children for the best start in life. Our Enfa family of brands, including Enfamil infant formula, is the world's leading brand franchise in pediatric nutrition, based on retail sales, and accounted for approximately 80% of our net sales for the year ended December 31, 2016. Our comprehensive product portfolio addresses a broad range of nutritional needs for infants, children and expectant and nursing mothers. We have over 100 years of innovation experience during which we have developed or improved many breakthrough or category-defining products across our product portfolio. Our singular focus on pediatric nutrition and our implementation of a business model that integrates nutritional science with health care and consumer marketing expertise differentiate us from many of our competitors.

Reckitt Benckiser Group plc
103-105 Bath Road
Slough, Berkshire SL1 3UH
United Kingdom
+44 (0) 1753 217800

        Reckitt Benckiser is a company incorporated in England and Wales. Reckitt Benckiser is the world's leading consumer health and hygiene company that has operations in over 60 countries, with headquarters in London, Dubai and Amsterdam, and sales in most countries across the globe. Reckitt Benckiser employs approximately 37,000 people worldwide. It is the global No 1 or No 2 in the majority of its fast-growing categories, driven by an exceptional focus on innovation. Reckitt Benckiser's Health, Hygiene and Home portfolio is led by its global Powerbrands including Nurofen, Strepsils, Gaviscon, Mucinex, Durex, Scholl, Clearasil, Lysol, Dettol, Veet, Harpic, Cillit Bang, Mortein, Finish, Vanish, Calgon, Air Wick, Woolite and French's. Powerbrands represent 80% of Reckitt Benckiser's net revenue for the year ended December 31, 2016.

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Marigold Merger Sub, Inc.
2711 Centerville Road, Suite 400
City of Wilmington, County of New Castle, Delaware 19808

        Merger Sub is a Delaware corporation and a wholly owned indirect subsidiary of Reckitt Benckiser. Merger Sub was formed solely for the purpose of facilitating Reckitt Benckiser's acquisition of the Company and has not engaged in any operations other than in connection with its formation and the negotiation and execution of the merger agreement.

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The Special Meeting (Page 25)

Time and Place of the Special Meeting (Page 25)

        The special meeting will be held on May 31, 2017, at 1:00 p.m. Central Daylight Time, at the offices of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654. We intend to hold the special meeting on the same date as the general meeting of the stockholders of Reckitt Benckiser (the "Reckitt Benckiser stockholder meeting").

Purpose of the Special Meeting (Page 25)

        The purpose of the special meeting is for our stockholders to consider and vote upon (1) a proposal to adopt the merger agreement, (2) a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to establish a quorum or adopt the merger agreement (the "Adjournment Proposal"); and (3) a proposal, on a non-binding, advisory basis, to approve the payment of certain compensation to our named executive officers, which they will or may be entitled to receive from the Company (or its successor) and which is based on or otherwise relates to the merger (the "Merger-Related Compensation Proposal", as described in the section entitled " The Merger—Interests of the Directors and Executive Officers in the Merger—Potential Change in Control Payments to Named Executive Officers " beginning on page 73).

Record Date, Notice and Quorum (Page 25)

        You are entitled to notice of and to vote at the special meeting if you owned shares of our outstanding common stock at the close of business on April 13, 2017, the record date for the special meeting. As of the record date, there were 183,635,708 shares of our common stock outstanding and entitled to be voted at the special meeting.

        A quorum is required for stockholders to conduct business at the special meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to establish a quorum at the meeting. Abstentions are counted as present for the purpose of determining whether a quorum is present, while broker non-votes are not counted as present unless instructions have been provided by the beneficial owner to the applicable broker, bank or other agent with respect to at least one proposal. Each of " FOR ", " AGAINST " and " ABSTAIN " categories will be tabulated separately. In the event that a quorum is not present at the special meeting, we expect that the meeting will be postponed or adjourned to solicit additional proxies, and the persons named as proxies may propose and vote for one or more postponements or adjournments of the special meeting; however, no proxy voted against the proposal to adopt the merger agreement will be voted in favor of the Adjournment Proposal.

Who Can Vote at the Special Meeting (Page 26)

        If on the record date, your shares were registered directly in your name with our transfer agent, Computershare Shareowner Services, then you are a stockholder of record. As a stockholder of record,

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you may vote in person at the meeting or vote by proxy. If on that date, your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner of shares held in street name, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, if your shares are held in street name, you are not the stockholder of record, and you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker or other agent.

Vote Required (Page 26)

        The affirmative vote of the holders of a majority of the outstanding shares of our common stock as of the close of business on the record date is required to adopt the merger agreement. The affirmative vote of the holders of a majority of the outstanding shares of our common stock present at the special meeting, either in person or by proxy, and entitled to vote at the special meeting is required to approve the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal. You will have one vote for each share of common stock you owned at the close of business on the record date.

How You Can Vote (Page 26)

        You can vote shares you hold of record by voting in person at the special meeting, by mailing the enclosed proxy card, or by voting over the telephone or over the Internet. If your shares are held in "street name," you should instruct your broker on how to vote your shares, following the procedures provided by your broker. Your broker will be unable to vote your shares without instructions from you. The failure to instruct your broker on how to vote your shares will have exactly the same effect as voting against the proposal to adopt the merger agreement.

How You May Revoke or Change Your Vote (Page 27)

        You can change your vote in one of three ways at any time before your proxy is voted at the special meeting, by (i) giving written notice to our Corporate Secretary at our principal executive offices at 225 North Canal Street, 25th Floor, Chicago, Illinois 60606, stating that you would like to revoke your proxy, (ii) completing and submitting a new proxy card bearing a later date (in any of the permitted forms), or (iii) attending the special meeting and voting in person. Simply attending the meeting will not, by itself, revoke your proxy. If your shares are held in the name of a broker, bank or other agent, you must follow instructions received from such broker, bank or agent with this proxy statement in order to revoke your vote or to vote in person at the special meeting.

Proxy Solicitation (Page 27)

        We will pay for the cost of soliciting proxies and may reimburse brokerage firms and others for their expenses in forwarding solicitation material to beneficial owners. Solicitation will be made primarily through the use of the mail but our officers, directors and employees may, without additional compensation, solicit proxies personally by telephone, facsimile, mail or the Internet or in person. We have retained Innisfree M&A Incorporated ("Innisfree") to assist us in soliciting proxies using the means referred to above. We will pay the fees of Innisfree, which we expect to be approximately $25,000, plus reimbursement of certain out-of-pocket expenses.

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Adjournments of the Special Meeting (Page 28)

        We are asking our stockholders to consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to establish a quorum or adopt the merger agreement, which we refer to as the Adjournment Proposal.

        You should note that the chairman of the meeting may postpone or adjourn the special meeting to a specified date including, among other reasons, to solicit additional proxies or to hold the special meeting on the same date and at the same time as the Reckitt Benckiser stockholder meeting.

        If the special meeting is postponed or adjourned for any reason, including to solicit additional proxies or to hold the special meeting on the same date and at the same time as the Reckitt Benckiser stockholder meeting, stockholders who have already sent in their proxies will be able to revoke them at any time prior to their use. No proxy voted against the proposal to adopt the merger agreement will be voted in favor of the Adjournment Proposal. For more information, see the section entitled " Adjournment Proposal " on page 101.

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The Merger (Page 29)

        We are asking our stockholders to consider and vote upon the proposal to adopt the merger agreement, pursuant to which Reckitt Benckiser will indirectly acquire the Company by means of a merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity following the merger as a wholly owned indirect subsidiary of Reckitt Benckiser. Our Board is providing this proxy statement and the accompanying form of proxy to holders of our common stock in connection with the solicitation of proxies for use at the special meeting.

        The full text of the merger agreement is attached as Annex A to this proxy statement. We urge you to read the merger agreement carefully and in its entirety . If our stockholders adopt the merger agreement and the merger is completed as contemplated by the merger agreement, you will be entitled to receive $90.00 in cash, without interest and less any required tax withholding, for each share of our common stock you own, unless you have properly exercised your appraisal rights with respect to such shares, and:

•

you will no longer have any interest in our future earnings or growth;



•

we will no longer be a public company;



•

our common stock will no longer be traded on the New York Stock Exchange; and



•

we may no longer be required to file periodic and other reports with the SEC.



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Merger Consideration (Page 29)

        At the effective time of the merger, each outstanding (i) share of our common stock (other than (x) shares held by the Company as treasury stock (other than shares held for the account of clients, customers or other persons), (y) held by Reckitt Benckiser or by any subsidiary of either the Company or Reckitt Benckiser and (z) held by a stockholder who perfects appraisal rights in accordance with the Delaware General Corporation Law) will automatically be converted into the right to receive $90.00 in cash, without interest and less any required tax withholding, and (ii) vested and unvested stock option, unvested performance stock unit ("PSU") and unvested restricted stock unit ("RSU") granted prior to execution of the merger agreement will be cancelled and the holders will be entitled to receive the merger consideration of $90.00 per share in cash, less the applicable exercise price in the case of stock options, and less any required tax withholding. Each outstanding unvested RSU granted after execution of the merger agreement will be converted into a Converted Reckitt Benckiser RSU, which is a phantom restricted stock unit based on Reckitt Benckiser common stock and settled in cash. No such

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shares of our common stock outstanding prior to the effective time of the merger will remain outstanding after such effective time of the merger and all such shares will automatically be cancelled and will cease to exist at the effective time of the merger. The price of $90.00 per share in cash was determined through arm's-length negotiations between us and Reckitt Benckiser.

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Treatment of Stock Options and Other Equity-Based Awards (Page 29)

        Stock Options.     At the effective time of the merger, each stock option that is outstanding immediately prior to the effective time of the merger, whether vested or unvested, will be cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock for which such stock option has not been exercised and (ii) the excess, if any, of the merger consideration of $90.00 per share over the exercise price per share of such stock option. Each stock option with an exercise price equal to or greater than the merger consideration will be cancelled immediately prior to the effective time of the merger without payment of any consideration.

        Restricted Stock Units.     At the effective time of the merger, each RSU that was outstanding as of the date of the merger agreement (see " 2017 Equity Awards " below for treatment of RSUs granted after the date of the merger agreement) and remains outstanding immediately prior to the effective time of the merger will vest and be cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock subject to such RSU immediately prior to the effective time of the merger and (ii) the merger consideration of $90.00 per share.

        Performance Stock Units.     At the effective time of the merger, each PSU that remains outstanding immediately prior to the effective time of the merger will vest and be cancelled in exchange for a lump-sum cash payment equal to the product of (i) the number of shares of common stock subject to such PSU (the "PSU Amount") and (ii) the merger consideration of $90.00 per share. The PSU Amount equals the sum of (x) the number of shares of common stock underlying such award based on actual performance for any completed one-year performance period ending prior to the effective time of the merger, and (y) the number of shares of common stock underlying such award based on target performance for any one-year performance period that has not been completed as of immediately prior to the effective time of the merger.

        2017 Equity Awards.     The Company may grant equity awards after the date of the merger agreement, but prior to the effective time of the merger, in connection with its annual practice of granting equity awards and as otherwise permitted by the merger agreement, and such awards shall consist solely of RSUs. Each RSU that is granted after the date of the merger agreement and that remains outstanding immediately prior to the effective time of the merger will, as of the effective time of the merger, convert into a phantom RSU award tied to shares of Reckitt Benckiser's common stock (with the cash value of each RSU for conversion purposes equal to the product of (i) the number of shares of common stock subject to such award and (ii) the merger consideration of $90.00 per share) that will be settled in cash upon satisfaction of the applicable vesting conditions (such converted awards, the "Converted Reckitt Benckiser RSUs"). Each Converted Reckitt Benckiser RSU will remain subject to the same terms and conditions as the RSU to which it relates (including vesting).

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Reasons for the Merger (Page 39) and Recommendation of Our Board (Page 43)

        Our Board considered a number of factors in making its determination that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of the Company and our stockholders. Among others, the Board considered that that the merger consideration will be paid in cash providing certainty, immediate value and liquidity to our stockholders and that a price of $90.00 per share in cash represents a premium of approximately 29% to the closing price of our common stock on February 1, 2017, the last trading day before the Company and Reckitt Benckiser publicly confirmed they were in discussions for the acquisition of the Company by Reckitt

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Benckiser at a price of $90.00 per share. Our Board also identified and considered a number of countervailing factors and risks to the Company and our stockholders relating to the merger and the merger agreement, including, among others, the possibility that the merger may not be completed and the potential adverse consequences to the Company as a result and the fact that, if the merger is completed, our stockholders will not participate in any future earnings or growth of the Company as an independent company and will not benefit from any future appreciation in the value of the Company. See the section entitled " The Merger—Reasons for the Merger " beginning on page 39 for detailed description of our Board's reasons for the merger.

        After due consideration and discussion of the factors described above, our Board unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of the Company and our stockholders, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement and (iii) recommended adoption of the merger agreement by our stockholders.

         Our Board unanimously recommends that you vote (1) "FOR" the proposal to adopt the merger agreement, (2) "FOR" the Adjournment Proposal and (3) "FOR" the non-binding, advisory Merger-Related Compensation Proposal.

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Opinion of Goldman, Sachs & Co. (Page 49)

        In connection with the merger, at the special meeting of our Board on February 9, 2017, Goldman, Sachs & Co. ("Goldman Sachs") rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 10, 2017, to our Board that, as of such date and based upon and subject to the factors and assumptions set forth therein, the $90.00 per share in cash to be paid to the holders (other than Reckitt Benckiser and its affiliates) of the outstanding shares of our common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

         The full text of the written opinion of Goldman Sachs, dated February 10, 2017, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Annex B and incorporated by reference into this proxy statement. Goldman Sachs provided its opinion for the information and assistance of our Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of our common stock should vote with respect to the merger or any other matter. Pursuant to an engagement letter between the Company and Goldman Sachs, the Company has agreed to pay Goldman Sachs a transaction fee of approximately $40 million, all of which is contingent upon completion of the merger, and reimburse certain fees and expenses in accordance with the terms of the engagement letter.

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Opinion of Morgan Stanley & Co. LLC (Page 57)

        In connection with the merger, at the special meeting of our Board on February 9, 2017, Morgan Stanley & Co. LLC ("Morgan Stanley") rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion, to our Board that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the $90.00 per share in cash merger consideration to be received by the holders (other than the Company, Reckitt Benckiser or their respective affiliates) of the outstanding shares of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

         The full text of the written opinion of Morgan Stanley delivered to our Board, dated February 9, 2017, is attached to this proxy statement as Annex C and incorporated by reference into this proxy statement. The opinion sets forth, among other things, the assumptions made, procedures followed,

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matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Our stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley's opinion is directed to our Board and addresses only the fairness, from a financial point of view, to our stockholders of the $90.00 per share in cash merger consideration to be received by such holders pursuant to the merger agreement as of the date of the opinion. Morgan Stanley's opinion does not address any other aspect of the transactions contemplated by the merger agreement and does not constitute a recommendation to our stockholders as to how to vote at the special meeting held in connection with the merger. The summary of Morgan Stanley's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Morgan Stanley's opinion. Pursuant to an engagement letter between the Company and Morgan Stanley, the Company has agreed to pay Morgan Stanley a transaction fee of approximately $24 million, all of which is payable upon completion of the merger, and reimburse certain fees and expenses regardless of the completion of the merger.

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Interests of Directors and Executive Officers in the Merger (Page 66)

        In considering the recommendation of our Board that you vote in favor of the adoption of the merger agreement, you should be aware that certain of our directors and executive officers may have interests in the merger that are different from, or are in addition to, the interests of the Company and our stockholders generally. These interests may create a potential conflict of interest and may be perceived to have affected their decision to support or adopt the merger agreement. Our Board was aware of these potential conflicts of interest during its deliberations on the merits of the merger and in making its decision to adopt the merger agreement and the transactions contemplated by the merger agreement. These interests include, but are not limited to, accelerated vesting of outstanding equity-based awards granted prior to execution of the merger agreement, conversion of outstanding equity-based awards granted following execution of the merger agreement into Converted Reckitt Benckiser RSUs, the receipt of severance and other separation benefits in the event of certain terminations of employment on or following the consummation of the merger, entitlement to receive a tax gross-up payment to make any affected executive whole, on an after-tax basis, for any taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") and continuation of indemnification rights and coverage under our directors' and officers' liability insurance policies. Our stockholders should be aware of these interests when considering our Board's recommendation to adopt the merger agreement.

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Employee Matters (Page 94)

        Under the merger agreement, Reckitt Benckiser and Merger Sub are required to provide continuing employees of the Company, through December 31, 2018, with (i) compensation, annual bonus opportunity and severance benefits that are no less favorable than the continuing employees' current compensation, bonus opportunity and severance benefits, and (ii) other employee benefits that are, generally, no less favorable in the aggregate to the continuing employees' current benefits provided by the Company. In addition, Reckitt Benckiser and Merger Sub are generally required to recognize each such continuing employee of the Company's service with the Company for purposes of any new benefit plan implemented after the merger and take commercially reasonable efforts to ensure that such continuing employees of the Company' coverage and benefits under any new health and welfare plans implemented for the continuing employees are not adversely effected by the transition to the new health and welfare plans. The merger agreement provides that the Company and Reckitt Benckiser acknowledge that the effect of the merger shall be a "change in control" or "change of control" of the Company for purposes of any applicable Company employee benefit plan.

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No Solicitation of an Acquisition Proposal (Page 88)

        We have agreed in the merger agreement, between the date of the merger agreement and the effective time, to certain limitations on our ability to take action with respect to alternative acquisition transactions. Notwithstanding these limitations, the merger agreement provides that, at any time prior to obtaining the requisite Company stockholder vote for the adoption of the merger agreement, we may consider and discuss with a third party an acquisition proposal if our Board determines in good faith, after considering advice from a financial advisor of nationally recognized reputation and outside legal counsel, (i) that such acquisition proposal constitutes, or could reasonably be expected to result in a superior proposal and (ii) that a failure to take such action could reasonably be expected to be inconsistent with our directors' fiduciary duties under the Delaware General Corporation Law (as amended, the "DGCL"), subject to the limitations and conditions set forth in the merger agreement and as further detailed in the section entitled " The Merger Agreement—No Solicitation of an Acquisition Proposal; Company Adverse Recommendation Change " beginning on page 88.

        Our Board may (i) fail to make, withdraw or modify in a manner adverse to Reckitt Benckiser, or publicly propose to fail to make, withdraw or modify in a manner adverse to Reckitt Benckiser, a recommendation by our Board to our stockholders to adopt the merger agreement (the "Company Board Recommendation"), (ii) fail to include the Company Board Recommendation in this proxy statement or (iii) recommend, adopt or approve or publicly propose to recommend, adopt or approve the merger agreement (the "Company Adverse Recommendation Change"), whether in connection with a superior proposal, or otherwise, if our Board determines in good faith, after considering advice from a financial advisor of nationally recognized reputation and outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Delaware law. However, unless and until the merger agreement is terminated in accordance with its terms, the merger agreement and the merger will be submitted to our stockholders at the special meeting notwithstanding any Company Adverse Recommendation Change. Additional limitations and conditions to the Company Adverse Recommendation Change are described in detail in the section entitled " The Merger Agreement—No Solicitation of an Acquisition Proposal; Company Adverse Recommendation Change " beginning on page 88.

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Conditions to the Merger (Page 95)

        The respective obligations of the Company, Reckitt Benckiser and Merger Sub to effect the merger are subject to the satisfaction or waiver of certain customary conditions, including the adoption of the merger agreement by our stockholders, the approval of the merger by Reckitt Benckiser's stockholders, expiration (or earlier termination) of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), which was satisfied on March 24, 2017, when the waiting period was terminated, the receipt of certain other non-U.S. regulatory approvals, a majority of which such approvals have been granted as of the date hereof, the absence of any legal prohibitions, the accuracy of the representations and warranties of the parties, compliance by the parties with their respective obligations under the merger agreement and the absence of a Company Material Adverse Effect (as defined in the section entitled " The Merger Agreement—Conditions to the Merger " beginning on page 95).

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Reckitt Benckiser Stockholder Approval (Page 79)

        In order to complete the merger, Reckitt Benckiser must obtain the affirmative vote of a majority of Reckitt Benckiser's stockholders present, in person or by proxy, at the Reckitt Benckiser stockholder meeting approving the merger. The Reckitt Benckiser stockholder meeting is scheduled to be held on May 31, 2017, subject to adjournment or postponement in accordance with the terms of the merger agreement.

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Governmental and Regulatory Approvals (Page 80)

        Under the merger agreement, the merger cannot be completed until (i) the applicable waiting period under the HSR Act, has expired or been terminated, which was satisfied on March 24, 2017, when the waiting period was terminated, (ii) the filing for and receipt of certain other non-U.S. regulatory approvals required to consummate the merger, and (iii) no provision of any applicable law shall restrain the consummation of the merger. The Company and Reckitt Benckiser have filed for all applicable non-U.S. regulatory approvals prior to March 10, 2017. As of the date hereof, the Company and Reckitt Benckiser have received a majority of the non-U.S. regulatory approvals.

•

Termination of the Merger Agreement (Page 97)

        The Company or Reckitt Benckiser may terminate the merger agreement under the following circumstances:

•

by mutual written consent of the Company and Reckitt Benckiser;



•

if the merger has not occurred on or before September 10, 2017 (or, if the only conditions not to be satisfied as of such date relate to competition approvals, December 10, 2017 (either such date, as applicable, the "end date")), provided that the right to terminate the merger agreement under this circumstance is not available to any party whose breach of any provision of the merger agreement has been the principal cause of the failure of the merger to be consummated by such time;



•

there shall be any applicable law that makes consummation of the merger illegal or otherwise prohibited or enjoins the Company or Reckitt Benckiser from consummating the merger and such injunction shall have become final and non-appealable;



•

the adoption of the merger agreement by our stockholders has not been obtained at the special meeting or any adjournment or postponement thereof at which a vote on the proposal to adopt the merger agreement was taken, provided that the right to terminate the merger agreement under this circumstance is not available to the Company if its breach of any provision of the merger agreement has been the principal cause of the failure to obtain such stockholder approval; or



•

the approval of the merger by Reckitt Benckiser's stockholders has not been obtained at the Reckitt Benckiser stockholder meeting or any adjournment or postponement thereof at which a vote on the proposal to adopt the merger agreement was taken, provided that the right to terminate the merger agreement under this circumstances is not available to Reckitt Benckiser if its breach of any provision of the merger agreement has been the principal cause of the failure to obtain such Reckitt Benckiser stockholder approval.

        Reckitt Benckiser may terminate the merger agreement under the following circumstances:

•

if our Board prior to the adoption of the merger agreement by our stockholders at the special meeting or any adjournment or postponement thereof shall have made a change of recommendation with respect to the proposal to adopt the merger agreement or shall have failed under certain circumstances to publicly affirm the recommendation of our Board in favor of such proposal;



•

if there shall have been a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in the merger agreement such that the conditions to Reckitt Benckiser's and Merger Sub's obligation to consummate the closing would not be satisfied (and such breach of condition is not curable or, if curable, is not cured prior to the earlier of (i) 30 days after written notice thereof is given by Reckitt Benckiser to the Company or (ii) the end date), provided that the right to terminate the merger agreement under

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this circumstance will not be available to Reckitt Benckiser if Reckitt Benckiser or Merger Sub is then in breach of the merger agreement that would cause a condition to the Company's obligation to consummate the closing not to be satisfied; or

•

any of certain named representatives of the Company shall have willfully and materially breached, or shall have caused or directed the Company, any of its subsidiaries or any of their respective representatives to materially breach, any of the Company's, its subsidiaries' or any of their respective transaction representatives' obligations under the non-solicitation provisions of the merger agreement, and such breach is incapable of being cured or, if capable of being cured, has not been cured within five business days following written notice thereof from Reckitt Benckiser.

        The Company may terminate the merger agreement under the following circumstances:

•

prior to the adoption of the merger agreement by our stockholders at the special meeting or any adjournment or postponement thereof, in order to enter into a definitive acquisition agreement providing for a superior proposal, subject to the terms and conditions of the non-solicitation provisions and related notice procedures in the merger agreement and payment of the applicable termination fee;



•

if Reckitt Benckiser's board of directors prior to the approval of the merger by Reckitt Benckiser's stockholders at the Reckitt Benckiser stockholder meeting or any adjournment or postponement thereof shall have made a change of recommendation with respect to such proposal; or



•

if there shall have been a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Reckitt Benckiser or Merger Sub set forth in the merger agreement such that the conditions to the Company's obligation to consummate the closing would not be satisfied (and such breach of condition is not curable or, if curable, is not cured prior to the earlier of (i) 30 days after written notice thereof is given by the Company to Reckitt Benckiser or (ii) the end date), provided that the right to terminate the merger agreement under this circumstance will not be available to the Company if the Company is then in breach of the merger agreement that would cause a condition to Reckitt Benckiser's or Merger Sub's obligations to consummate the closing not to be satisfied.



•

Termination Fees (Page 99)

        Upon termination of the merger agreement, under certain specified circumstances, the Company may be obligated to pay to Reckitt Benckiser a termination fee of $480,000,000 and/or expense reimbursement of up to $20,000,000 of Reckitt Benckiser's expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement. Under certain circumstances, Reckitt Benckiser may be required to pay the Company a reverse termination fee of $480,000,000 pursuant to the terms and conditions of the merger agreement. More information can be found in the section entitled " The Merger Agreement—Termination Fees " on page 99.

•

Debt Financing (Page 91)

        Concurrently with entering into the merger agreement, Reckitt Benckiser entered into a term and revolving facilities agreement with certain financial institutions pursuant to which Reckitt Benckiser would be provided debt financing on the terms and conditions set forth in the facilities agreement, the proceeds of which, among other uses, will be used by Reckitt Benckiser to fund (i) all or a portion of the merger consideration, (ii) the refinancing of existing indebtedness of the Company and its affiliates and (iii) the fees, costs and expenses in connection with the merger. The merger agreement provides,

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however, that obtaining such debt financing is not a condition to Reckitt Benckiser's or Merger Sub's obligations to close the merger.

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Material U.S. Federal Income Tax Consequences (Page 77)

        In general, your receipt of the merger consideration will be a taxable transaction for U.S. federal income tax purposes if you are a U.S. Holder (as defined in the section entitled " The Merger—Material U.S. Federal Income Tax Consequences " beginning on page 77). If you are a U.S. Holder, for U.S. federal income tax purposes, you will generally recognize capital gain or loss equal to the difference, if any, between the amount of cash received pursuant to the merger and your adjusted basis in the shares surrendered. If you are a Non-U.S. Holder (as defined in the section entitled " The Merger—Material U.S. Federal Income Tax Consequences " beginning on page 77), you will generally not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless you have certain connections with the United States. The tax consequences of the merger to you will depend upon your own particular circumstances. You should consult your tax advisor in order to fully understand the tax consequences of the merger to you.

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Legal Proceedings (Page 80)

        The Company, all of the members of our Board and, in some cases, Reckitt Benckiser and Merger Sub, were named as defendants in multiple putative class action lawsuits brought by stockholders of the Company challenging the merger, including one complaint brought in the Circuit Court of Cook County, Illinois and four complaints brought in the United States District Court for the District of Delaware. In the complaint brought in the Circuit Court of Cook County, Illinois, the plaintiff asserts claims that the members of the Board breached their fiduciary duties to the Company stockholders in connection with the merger, and that the Company, Reckitt Benckiser and Merger Sub aided and abetted such breaches of fiduciary duties. In the complaints brought in the United States District Court for the District of Delaware, the plaintiffs challenge the proxy statement, bringing claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Among other things, these complaints generally seek either to enjoin the proposed merger or to rescind the merger in the event it is consummated. The Company and its directors intend to defend vigorously against the allegations in all five complaints.

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Anticipated Closing of the Merger (Page 81)

        We intend to complete the closing of the merger promptly after all of the conditions to consummation of the merger are satisfied or waived, including the adoption of the merger agreement by our stockholders. We currently expect the merger to be completed in the third calendar quarter of 2017, although we cannot assure completion by any particular date, if at all. We will issue a press release and letters of transmittal for your use once the merger has been completed.

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Appraisal Rights (Page 103)

        If the merger is consummated, our stockholders who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares of our common stock will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL, which is attached to this proxy statement as Annex D .

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Market Price (Page 108)

        Our common stock is traded on the New York Stock Exchange under the symbol "MJN." On February 1, 2017, the last full trading day before the Company's and Reckitt Benckiser's public confirmation of advanced negotiations of the merger, our common stock closed at $69.50 per share.

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On April 26, 2017, the last full trading day prior to the date of this proxy statement, our common stock closed at $88.78 per share. We encourage you to obtain current market quotations for our common stock in connection with voting your shares.

•

Additional Information (Page 114)

        You can find more information about the Company in the periodic reports and other information we file with the SEC. The information is available at the SEC's public reference facilities and at the website maintained by the SEC at http://www.sec.gov . For a more detailed description of the additional information available, please see the section entitled " Where You Can Find More Information " on page 114.

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MEAD JOHNSON NUTRITION COMPANY
PROXY STATEMENT FOR THE
SPECIAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:

Why am I receiving these materials?

A:

On February 10, 2017, the Company entered into the merger agreement with Reckitt Benckiser and Merger Sub. You are receiving this proxy statement as a stockholder of the Company in connection with the solicitation of proxies by our Board in favor of the adoption of the merger agreement and the other matters to be voted on at the special meeting described below under "— What am I voting on at the special meeting? " The merger cannot be completed unless the merger agreement is adopted by stockholders holding at least a majority of the outstanding shares of our common stock entitled to vote at the special meeting.

Q:

What am I voting on at the special meeting?

A:

At the special meeting, you are voting on the following three proposals:

•

a proposal to adopt the merger agreement;



•

a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to establish a quorum or adopt the merger agreement (the "Adjournment Proposal"); and



•

a proposal to approve, on a non-binding, advisory basis, the payment of certain compensation and benefits to our named executive officers, which they will or may be entitled to receive from the Company (or its successor) and as a consequence of the merger (the "Merger-Related Compensation Proposal", as described in the section entitled " The Merger—Interests of the Directors and Executive Officers in the Merger—Potential Change in Control Payments to Named Executive Officers " beginning on page 73).

Q:

How does the Board of Directors recommend that I vote?

A:

Our Board unanimously recommends that you vote (i) " FOR " the proposal to adopt the merger agreement, (ii) " FOR " the Adjournment Proposal and (iii) " FOR " the non-binding, advisory Merger-Related Compensation Proposal.

Q:

What is the proposed merger and what effects will it have on the Company?

A:

If approved by our stockholders, pursuant to the merger agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity following the merger as a wholly owned indirect subsidiary of Reckitt Benckiser.

At the effective time of the merger, each outstanding (i) share of our common stock (other than (x) shares held by the Company as treasury stock (other than shares held for the account of clients, customers or other persons), (y) held by Reckitt Benckiser or by any subsidiary of either the Company or Reckitt Benckiser and (z) held by a stockholder who perfects appraisal rights in accordance with Delaware law) will automatically be converted into the right to receive $90.00 in cash, without interest and less any required tax withholding, and (ii) vested and unvested stock option and unvested RSU and PSU granted prior to execution of the merger agreement will be cancelled and the holders will be entitled to receive the merger consideration of $90.00 per share in cash, less the applicable exercise price in the case of stock options, and less any required tax withholding. Each outstanding unvested RSU granted after execution of the merger agreement will be converted into a Converted Reckitt Benckiser RSU, which is a phantom restricted stock unit

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based on Reckitt Benckiser common stock and settled in cash. At the effective time of the merger, no such shares of our common stock outstanding prior to the merger will remain outstanding after the merger and all such shares will automatically be cancelled and will cease to exist. The price of $90.00 per share in cash was determined through arm's-length negotiations between us and Reckitt Benckiser.

For additional information about the merger, please review the merger agreement attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety, as it is the principal document governing the merger.

Q:

What will I receive in the merger?

A:

Upon completion of the merger, you will receive $90.00 in cash, without interest and less any required tax withholding, for each share of our common stock you own (excluding common stock subject to forfeiture restrictions), unless you have properly exercised your appraisal rights with respect to such shares. For example, if you own 1,000 shares of our common stock, you will receive $90,000.00 in cash in exchange for your shares of common stock, less any required tax withholding. You will not own any shares in the surviving corporation.

Q:

Is the merger a taxable transaction to stockholders for U.S. federal income tax purposes?

A:

The exchange of shares of our common stock for cash pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes if you are a U.S. Holder (as defined in the section entitled " The Merger—Material U.S. Federal Income Tax Consequences "). If you are a U.S. Holder, for U.S. federal income tax purposes, you will generally recognize capital gain or loss equal to the difference, if any, between the amount of cash received pursuant to the merger and your adjusted tax basis in the shares surrendered. If you are a Non-U.S. Holder (as defined in the section entitled " The Merger—Material U.S. Federal Income Tax Consequences "), you will generally not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless you have certain connections with the United States. Under certain circumstances, we may be required to withhold a portion of your merger consideration under applicable tax laws. See the section entitled " The Merger—Material U.S. Federal Income Tax Consequences " beginning on page 77 for a more detailed discussion of the U.S. federal income tax consequences of the merger. Note that this proxy statement does not discuss the tax consequences to stockholders of selling shares of our common stock prior to the completion of the merger. The tax consequences of the merger to you will depend on your own particular circumstances. You should consult your tax advisor in order to fully understand the tax consequences of the merger to you.

Q:

Will the Company continue to pay distributions prior to the effective time of the merger?

A:

As permitted by the merger agreement and subject to the approval of our Board, we currently expect to continue to pay a regular quarterly dividend of $0.4125 per share of our common stock per quarter, with record and payment dates consistent with the quarterly record and payment dates in 2016, until the last business day before the closing of the merger. On March 1, 2017, our Board declared a dividend of $0.4125 per share, which was paid on April 3, 2017 to stockholders of record as of the close of business on March 13, 2017.

Q:

Where and when is the special meeting?

A:

The special meeting will be held on May 31, 2017, at 1:00 p.m. Central Daylight Time, at the offices of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654.

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Q:

Do Reckitt Benckiser's stockholders have to approve the merger?

A:

Yes. In order to complete the merger, Reckitt Benckiser must obtain the affirmative vote of a majority of Reckitt Benckiser's stockholders present, in person or by proxy, at the Reckitt Benckiser stockholder meeting approving the merger. The Reckitt Benckiser stockholder meeting is scheduled to be held on May 31, 2017, subject to adjournment or postponement in accordance with the terms of the merger agreement.

Q:

Who is entitled to vote and how do I vote?

A:

All stockholders of record at the close of business on April 13, 2017, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting. As of the close of business on the record date, 183,635,708 shares of our common stock were outstanding. Each share is entitled to one vote on each proposal presented at the special meeting.

Carefully read this document and indicate on the proxy card how you want to vote. Sign, date and mail your proxy card in the enclosed return envelope as soon as possible. You may also vote electronically on the Internet or by telephone as instructed in the materials. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the special meeting in person. Submitting your vote now will not prevent you from later canceling or revoking your proxy, right up to the day of the special meeting, and will ensure that your shares are voted if you later find you cannot attend the special meeting. IF YOU DO NOT VOTE, THIS WILL HAVE THE SAME EFFECT AS VOTING "AGAINST" THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

Q:

What if I submit a proxy and later change my mind?

A:

If you have given your proxy and later wish to revoke it, you may do so at any time before your proxy is voted at the special meeting, by (i) giving written notice to our Corporate Secretary at our principal executive offices at 225 North Canal Street, 25th Floor, Chicago, Illinois 60606, stating that you would like to revoke your proxy, (ii) completing and submitting a new proxy card bearing a later date (in any of the permitted forms), or (iii) attending the special meeting and voting in person. Simply attending the meeting will not, by itself, revoke your proxy. If your shares are held in the name of a broker, bank or other agent, you must follow instructions received from such broker, bank or agent with this proxy statement in order to revoke your vote or to vote in person at the special meeting.

Q:

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A:

Stockholder of Record. If, on the record date, your shares were registered directly in your name with our transfer agent, Computershare Shareowner Services, then you are a stockholder of record, and we sent the proxy materials directly to you. As a stockholder of record, you may vote in person at the meeting or vote by proxy.

Beneficial Owner of Shares Held in Street Name. If, on the record date, your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you are the beneficial owner of shares held in "street name," and these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, if your shares are held in street name, you are not the stockholder of record and you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker or other agent.

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Q:

If I hold shares through the Mead Johnson Nutrition Company Retirement Savings Plan, how do I vote?

A:

For voting purposes, the proxy card includes all shares credited to your account under the Mead Johnson Nutrition Company Retirement Savings Plan held in custody by the plan trustee. In order to direct the plan trustee to vote the shares held in your account, you must vote the shares by 10:59 p.m. Central Daylight Time on May 25, 2017. If your voting instructions are not received by that time, the trustee will vote the shares credited to your account in the same proportion as the plan shares for which voting instructions have been received, unless contrary to the Employee Retirement Income Security Act of 1974. Please follow the instructions set forth above for voting of stockholders of record to cast your vote. Although you may attend the special meeting, you may not vote shares held in your Mead Johnson Nutrition Company Retirement Savings Plan account at the special meeting.

Q:

Will my shares held in "street name" or another form of ownership be combined for voting purposes with shares I hold of record?

A:

No. Because any shares you may hold in "street name" will be deemed to be held by a different stockholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an IRA must be voted under the rules governing the account. If you receive more than one proxy card because you are a holder of record and your shares of our common stock are registered in more than one name, please submit each proxy and voting instruction card that you receive .

Q:

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

A:

We have adopted a procedure approved by the Securities and Exchange Commission called "householding." Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the proxy statement. This procedure is intended to reduce our printing costs and postage fees.

If you or another stockholder of record with whom you share an address wish to receive a separate proxy statement, we will promptly deliver it to you if you request it by calling Broadridge Financial Solutions, Inc., toll-free in the United States at (866) 540-7095 or by writing to Broadridge Financial Solutions, Inc., Attention: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you or another stockholder of record with whom you share an address are receiving multiple copies of the proxy statement, you can request to receive a single copy of these materials in the future by contacting Broadridge Financial Solutions, Inc. in the same manner as described above.

Q:

What constitutes a quorum for the meeting?

A:

A quorum is required for stockholders to conduct business at the special meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to establish a quorum at the meeting. On the record date, there were 183,635,708 shares of our common stock outstanding. Shares present, in person or by proxy, including shares as to which authority to vote on any proposal is withheld, shares abstaining as to any proposal, and broker non-votes (where a broker submits a properly executed proxy but does not have authority

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to vote a customer's shares on non-routine matters such as the proposal to adopt the merger agreement) on any proposal will be considered present at the meeting and entitled to vote for purposes of establishing a quorum for the transaction of business at the meeting. Each of these categories will be tabulated separately. In the event that a quorum is not present at the special meeting, we expect that the meeting will be postponed or adjourned to solicit additional proxies, and the persons named as proxies may propose and vote for one or more postponements or adjournments of the special meeting; however, no proxy voted against the proposal to adopt the merger agreement will be voted in favor of the Adjournment Proposal.

Q:

How are votes counted?

A:

Each of " FOR ", " AGAINST " and " ABSTAIN " categories will be tabulated separately. If you are a stockholder of record and vote your shares by submitting a proxy, your shares will be voted at the special meeting as you indicated on your proxy card. If no instructions are indicated on your signed proxy card, all of your shares of common stock will be voted "FOR" the proposal to adopt the merger agreement, "FOR" the Adjournment Proposal and "FOR" the non-binding, advisory Merger-Related Compensation Proposal. However, if your shares are held in street name, and you fail to instruct your broker, bank or other agent on how to vote your shares, your shares will not be voted. It will have the same effect as voting " AGAINST " the proposal to adopt the merger agreement, but will not have any effect on the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal.

Q:

Who will count the vote?

A:

Broadridge Financial Solutions, Inc. will tabulate votes and act as the Inspector of Election at the special meeting.

Q:

What is a proxy?

A:

A proxy is your legal designation of another person to vote your shares of our common stock. The written document describing the matters to be considered and voted on at the special meeting is referred to as this proxy statement. The document used to designate a proxy to vote your shares of our common stock is referred to as a proxy card.

Q:

What does it mean to vote by proxy?

A:

It means that you give someone else the right to vote your shares in accordance with your instructions. In voting by proxy, you ensure that you vote will be counted even if you are unable to attend the special meeting.

Q:

My shares are held in the "street name." Will my broker vote my shares?

A:

Your broker will be unable to vote your shares without instructions from you. If your shares are held in street name, you should have received a vote instruction form with these proxy materials from your broker, bank or other agent rather than from the Company. Simply complete and return the vote instruction form to your broker, bank or other agent to ensure your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other agent. To vote in person at the special meeting, you must obtain a valid legal proxy from your broker, bank or other agent. Follow the instructions from your broker or agent included with these proxy materials, or contact your broker, bank or agent to request a legal proxy form.

The failure to instruct your broker on how to vote your shares will have exactly the same effect as voting " AGAINST " the proposal to adopt the merger agreement.

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Q:

How are "ABSTAIN" votes counted?

A:

If you are a stockholder of record and abstain from voting, that abstention will have the same effect as if you voted " AGAINST " the proposal to adopt the merger agreement. If your shares are held in street name, and you fail to instruct your broker, bank or other agent on how to vote your shares, your shares will not be voted, which will also have the same effect as voting " AGAINST " the proposal to adopt the merger agreement. Abstentions and broker non-votes will not be counted as votes cast in favor of or against the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal, but will count for the purpose of determining whether a quorum is present.

Q:

What vote is required to adopt the merger agreement, the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal?

A.

The affirmative vote of the holders of a majority of the outstanding shares of our common stock as of the close of business on the record date is required to adopt the merger agreement. As of the close of business on the record date, there were 183,635,708 shares of our common stock outstanding. This means that under Delaware law, 91,817,855 shares or more must vote in the affirmative to adopt the merger agreement.

The affirmative vote of the holders of a majority of the outstanding shares of our common stock present at the special meeting, either in person or by proxy, and entitled to vote at the special meeting, is required to approve the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal.

Q:

What happens if I do not vote on the proposal to adopt the merger agreement?

A:

BECAUSE THE VOTE REQUIRED TO ADOPT THE MERGER AGREEMENT IS BASED ON THE TOTAL NUMBER OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AS OF THE RECORD DATE, AND NOT JUST THE SHARES THAT ARE ENTITLED TO VOTE OR ACTUALLY VOTED AT THE SPECIAL MEETING, IF YOU DO NOT VOTE (INCLUDING IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER AGENT AND DO NOT RETURN YOUR VOTE INSTRUCTIONS TO THE BROKER, BANK OR OTHER AGENT), IT WILL HAVE THE SAME EFFECT AS VOTING "AGAINST" THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. If the merger is completed, whether or not you vote for the proposal to adopt the merger agreement, you will receive the merger consideration for your shares of our common stock upon completion of the merger, unless you properly exercise your appraisal rights. See the section entitled " Appraisal Rights " beginning on page 103 and Annex D to this proxy statement.

Q:

What happens if the merger is not completed?

A:

If the merger is not completed for any reason, you will not receive any payment for your shares of our common stock. We will remain an independent public company and our common stock will continue to be listed and traded on the New York Stock Exchange, so long as we continue to meet the applicable listing requirements.

Under certain circumstances, upon termination of the merger agreement, we may be obligated to pay to Reckitt Benckiser a termination fee of $480,000,000 and/or expense reimbursement of up to $20,000,000 of Reckitt Benckiser's expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement. Under certain circumstances, Reckitt Benckiser may be required to pay us a reverse termination fee of $480,000,000 pursuant to the terms and conditions of the merger agreement. More information can be found in the section entitled " The Merger Agreement—Termination Fees " beginning on page 99.

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Q:

Will stockholders have appraisal rights?

A:

Yes. Under the laws of the State of Delaware, which is our state of incorporation, any stockholder who does not vote in favor of the adoption of the merger agreement and remains a holder of our common stock at the effective time of the merger may, by complying with the procedures set forth in Section 262 of the DGCL and sending us a written demand for appraisal before the vote is taken on the adoption of the merger agreement, be entitled to seek appraisal of the fair value of their shares. Appraisal rights are contingent upon completion of the merger. See the section entitled " Appraisal Rights " beginning on page 103 and Annex D to this proxy statement.

Q:

Why am I being asked to consider and vote on a proposal to approve, the non-binding, advisory Merger-Related Compensation Proposal?

A:

Under the SEC rules, we are required to seek a non-binding, advisory vote with respect to the compensation and benefits that will or may become payable to our named executive officers as a consequence of the merger.

Q:

What will happen if the Company's stockholders do not approve the Merger-Related Compensation Proposal?

A:

Approval of the merger-related compensation that will or may become payable to our named executive officers as a consequence of the merger is not a condition to completion of the merger. The vote is an advisory vote and will not be binding on the Company or the surviving corporation in the merger. Because the merger-related compensation to be paid to the named executive officers as a consequence of the merger is based on contractual arrangements with the named executive officers, such compensation may be payable, regardless of the outcome of this advisory vote, if the merger agreement is adopted and the merger is completed (subject only to the contractual obligations applicable thereto).

Q:

Do any of the Company's directors or executive officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?

A:

Our directors and executive officers have interests in the merger that are different from, or in addition to, those of our stockholders generally, as set forth below. Our Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated by the merger agreement, and in recommending that the merger agreement be adopted by our stockholders. These interests include (i) the accelerated vesting and payment of our outstanding stock options, RSUs, and PSUs, in each case, granted prior to execution of the merger agreement, (ii) the grant of 2017 equity-based awards, which will convert into Reckitt Benckiser equity-based awards upon the closing of the merger, (iii) certain severance and other separation benefits that may be payable upon certain terminations of employment following the effective time of the merger, (iv) entitlement to receive a tax gross-up payment to make any affected executive whole, on an after-tax basis, for any taxes imposed under Section 4999 of the Code, as amended, and (v) entitlement to continued indemnification and insurance coverage under the merger agreement.

Q:

When do you expect the merger to be completed?

A:

We intend to complete the closing of the merger promptly after all of the conditions to completion of the merger are satisfied or waived, including the adoption of the merger agreement by our stockholders. We currently expect the merger to be completed in the third calendar quarter of 2017, although we cannot assure completion by any particular date, if at all. We will issue a press release and letters of transmittal for your use once the merger has been completed. See the section

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entitled " The Merger Agreement—Conditions to the Merger " beginning on page 95 for more information.

Q:

When can I expect to receive the merger consideration for my shares?

A:

Once the merger is completed, you will receive in a separate mailing a letter of transmittal and other documents to be delivered to the exchange agent in order to receive the merger consideration. Once you have submitted your properly completed letter of transmittal, stock certificates and other required documents to the exchange agent, the exchange agent will send you a check for the merger consideration.

If you hold book-entry shares, you do not need to deliver a properly completed letter of transmittal or stock certificates to the exchange agent, since stock certificates are not issued for such shares. Instead, following receipt of an "agent's message" from the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request), you will be entitled to receive from the exchange agent the merger consideration payable in respect of such book-entry shares.

Q:

What happens if I sell my shares of common stock before the special meeting?

A:

The record date for stockholders entitled to vote at the special meeting is earlier than the expected date of the merger. If you transfer your shares of our common stock after the record date but before the special meeting, you will, unless special arrangements are made, retain your right to vote at the special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares.

Q:

Who will solicit and pay the cost of soliciting proxies?

A:

We will pay for the cost of soliciting proxies and may reimburse brokerage firms and others for their expenses in forwarding solicitation material to beneficial owners. Solicitation will be made primarily through the use of the mail but our officers, directors and employees may, without additional compensation, solicit proxies personally by telephone, facsimile, mail or the Internet or in person. We have retained Innisfree to assist us in soliciting proxies using the means referred to above. We will pay the fees of Innisfree, which we expect to be approximately $25,000, plus reimbursement of certain out-of-pocket expenses.

Q:

Where can I find the voting results of the special meeting?

A:

We intend to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that we file with the SEC are publicly available when filed on the SEC's website at www.sec.gov .

Q:

Where can I find out more information about the special meeting?

A:

You can find out information about the special meeting from the sources described in the section entitled " Where You Can Find More Information " on page 114.

Q:

Whom should I contact with questions?

A:

If you need additional copies of this proxy statement or the enclosed proxy card, or if you have other questions about the proposals or how to vote your shares, you may contact our proxy solicitor, Innisfree by telephone (toll free) at (888) 750-5834.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. You can identify these forward-looking statements by the fact they use words such as "should," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe" and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks, uncertainties, and assumptions including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, our goals, plans and projections regarding our financial position, results of operations, cash flows, market position, product development, product approvals, sales efforts, expenses, capital expenditures, performance or results of current and anticipated products and the outcome of contingencies such as legal proceedings and financial results, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. Although we believe we have been prudent in our plans and assumptions, we can give no assurance that any goal or plan set forth in forward-looking statements can be achieved and we caution readers not to place undue reliance on such statements, which speak only as of the date made. We undertake no obligation to release publicly any revisions to forward-looking statements as a result of new information, future events or otherwise. Actual results may differ materially from those projected as a result of certain risks and uncertainties. Certain risks associated with our business are discussed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our Quarterly Reports on Form 10-Q. In addition to the other factors and matters contained or incorporated in this proxy statement, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

•

the possibility that the merger will not be consummated or delays in consummating the merger;



•

The possibility that the closing conditions set forth in the merger agreement will not be satisfied, including among others, (i) receipt of the required stockholder approvals, (ii) the absence of any change, circumstance, condition, state of facts, events or effect that constitutes a material adverse effect (as further described in the merger agreement), or (iii) receipt of the necessary regulatory approvals required to permit the merger;



•

the amount of the costs, fees, expenses and charges related to the merger, including the risk that the merger agreement may be terminated in certain circumstances that would require us to pay Reckitt Benckiser a termination fee of $480,000,000 and/or expense reimbursement of up to $20,000,000 of Reckitt Benckiser's expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement the payment of which could cause significant liquidity and long-term financial viability issues for the Company;



•

adverse effects on the market price of our common stock and on our operating results because of a failure to complete the merger;



•

negative effects relating to the announcement of the merger or any further announcements relating to the merger or the entrance into or consummation of the merger on the market price of our common stock;



•

unanticipated difficulties or expenditures relating to the merger;



•

legal proceedings instituted against the Company and others in connection with the merger;

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•

disruptions of current plans and operations caused by the announcement and pendency of the merger;



•

potential difficulties in employee retention as a result of the announcement and pendency of the merger; and



•

the response of customers, distributors, suppliers and competitors to the announcement of the merger.

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PARTIES TO THE MERGER

Mead Johnson Nutrition Company
225 North Canal Street, 25th Floor
Chicago, Illinois 60606
(312) 466-5800

        The Company is a Delaware corporation headquartered in Chicago, Illinois. We are a global leader in pediatric nutrition with approximately $3.7 billion in net sales for the year ended December 31, 2016. We are committed to being the world's leading nutrition company for infants and children and to helping nourish the world's children for the best start in life. Our Enfa family of brands, including Enfamil infant formula, is the world's leading brand franchise in pediatric nutrition, based on retail sales, and accounted for approximately 80% of our net sales for the year ended December 31, 2016. Our comprehensive product portfolio addresses a broad range of nutritional needs for infants, children and expectant and nursing mothers. We have over 100 years of innovation experience during which we have developed or improved many breakthrough or category-defining products across our product portfolio. Our singular focus on pediatric nutrition and our implementation of a business model that integrates nutritional science with health care and consumer marketing expertise differentiate us from many of our competitors.

        We market our portfolio of more than 70 products to mothers, health care professionals and retailers in more than 50 countries in Asia, North America, Latin America and Europe. Our three reportable segments are Asia, Latin America and North America/Europe, which comprised 50%, 17% and 33%, respectively, of our net sales for the year ended December 31, 2016. For the year ended December 31, 2016, 72% of our net sales were generated outside of the United States.

        We believe parents and health care professionals associate the Mead Johnson name and our Enfa family of brands with quality, science-based pediatric nutrition products. Our products are marketed around the world through our global sales and marketing efforts. We believe that the strength of our brands allows us to create and maintain consumer loyalty across our product portfolio.

        Our Internet address is www.meadjohnson.com . Information included on our website is not incorporated by reference into this proxy statement.

Reckitt Benckiser Group plc
103-105 Bath Road
Slough, Berkshire SL1 3UH
United Kingdom
+44 (0) 1753 217800

        Reckitt Benckiser is a company incorporated in England and Wales. Reckitt Benckiser is the world's leading consumer health and hygiene company that has operations in over 60 countries, with headquarters in London, Dubai and Amsterdam, and sales in most countries across the globe. Reckitt Benckiser employs approximately 37,000 people worldwide. It is the global No 1 or No 2 in the majority of its fast-growing categories, driven by an exceptional focus on innovation. Reckitt Benckiser's Health, Hygiene and Home portfolio is led by its global Powerbrands including Nurofen, Strepsils, Gaviscon, Mucinex, Durex, Scholl, Clearasil, Lysol, Dettol, Veet, Harpic, Cillit Bang, Mortein, Finish, Vanish, Calgon, Air Wick, Woolite and French's. Powerbrands represent 80% of Reckitt Benckiser's net revenue for the year ended December 31, 2016.

        Reckitt Benckiser's Internet address is www.rb.com . Information included on Reckitt Benckiser's website is not incorporated by reference into this proxy statement.

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Marigold Merger Sub, Inc.
2711 Centerville Road, Suite 400
City of Wilmington, County of New Castle, Delaware 19808

        Merger Sub is a Delaware corporation and a wholly owned indirect subsidiary of Reckitt Benckiser. Merger Sub was formed solely for the purpose of facilitating Reckitt Benckiser's acquisition of the Company and has not engaged in any operations other than in connection with its formation and the negotiation and execution of the merger agreement.

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THE SPECIAL MEETING

Time and Place of the Special Meeting

        This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our Board for use at a special meeting of stockholders to be held on May 31, 2017, at 1:00 p.m. Central Daylight Time, at the offices of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654. We intend to hold the special meeting on the same date as the general meeting of the stockholders of Reckitt Benckiser.

Purpose of the Special Meeting

        The purpose of the special meeting is for our stockholders to consider and vote upon:

•

a proposal to adopt the merger agreement, pursuant to which Reckitt Benckiser will indirectly acquire the Company by means of a merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity following the merger as a wholly owned indirect subsidiary of Reckitt Benckiser;



•

a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to establish a quorum or adopt the merger agreement (the "Adjournment Proposal"); and



•

a proposal to approve, on a non-binding, advisory basis, the payment of certain compensation and benefits to our named executive officers, which they will or may be entitled to receive from the Company (or its successor) and as a consequence of the merger (the "Merger-Related Compensation Proposal", as described in the section entitled " The Merger—Interests of the Directors and Executive Officers in the Merger—Potential Change in Control Payments to Named Executive Officers " beginning on page 73).

        A copy of the merger agreement is attached to this proxy statement as Annex A . Our Board unanimously recommends that you vote (1) "FOR" the proposal to adopt the merger agreement, (2) "FOR" the Adjournment Proposal and (3) "FOR" the non-binding, advisory Merger-Related Compensation Proposal.

Record Date, Notice and Quorum

        You are entitled to notice of and to vote at the special meeting if you owned shares of our outstanding common stock at the close of business on April 13, 2017, the record date for the special meeting. As of the record date, there were 183,635,708 shares of our common stock outstanding and entitled to be voted at the special meeting.

        A quorum is required for stockholders to conduct business at the special meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to establish a quorum at the meeting. Abstentions are counted as present for the purpose of determining whether a quorum is present, while broker non-votes are not counted as present unless instructions have been provided by the beneficial owner to the applicable broker, bank or other agent with respect to at least one proposal. Each of " FOR ", " AGAINST " and " ABSTAIN " categories will be tabulated separately. In the event that a quorum is not present at the special meeting, we expect that the meeting will be postponed or adjourned to solicit additional proxies, and the persons named as proxies may propose and vote for one or more postponements or adjournments of the special meeting; however, no proxy voted against the adoption of the merger agreement will be voted in favor of the Adjournment Proposal.

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Who Can Vote at the Special Meeting

        If on the record date, your shares were registered directly in your name with our transfer agent, Computershare Shareowner Services, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. If on that date, your shares were held in an account at a brokerage firm, bank, dealer or similar organization, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner of shares held in street name, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, if your shares are held in street name, you are not the stockholder of record, and you may not vote your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker or other agent.

Vote Required

        The affirmative vote of the holders of a majority of the outstanding shares of our common stock as of the close of business on the record date is required to adopt the merger agreement. As of the close of business on the record date, there were 183,635,708 shares of our common stock outstanding. This means that under Delaware law, 91,817,855 shares or more must vote in the affirmative to adopt the merger agreement. The affirmative vote of the holders of a majority of the outstanding shares of our common stock present at the special meeting, either in person or by proxy, and entitled to vote at the special meeting, is required to approve the Adjournment Proposal and the non-binding, advisory Merger-Related Compensation Proposal.

         BECAUSE THE VOTE REQUIRED TO ADOPT THE MERGER AGREEMENT IS BASED ON THE TOTAL NUMBER OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AS OF THE RECORD DATE, AND NOT JUST THE SHARES THAT ARE ENTITLED TO VOTE OR ACTUALLY VOTED AT THE SPECIAL MEETING, IF YOU DO NOT VOTE (INCLUDING IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER AGENT), IT WILL HAVE EXACTLY THE SAME EFFECT AS VOTING "AGAINST" THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

        If you are a stockholder of record and abstain from voting, that abstention will have the same effect as if you voted " AGAINST " the proposal to adopt the merger agreement. If your shares are held in street name, and you fail to instruct your broker, bank or other agent on how to vote your shares, your shares will not be voted, which will also have the same effect as voting " AGAINST " the proposal to adopt the merger agreement. Abstentions and broker non-votes will not be counted as votes cast in favor of or against the Adjournment Proposal or the non-binding, advisory Merger-Related Compensation Proposal, but will count for the purpose of determining whether a quorum is present.

        Any stockholder who does not vote in favor of the adoption of the merger agreement and remains a holder of our common stock at the effective time of the merger may, by complying with the procedures set forth in Section 262 of the Delaware General Corporation Law and sending us a written demand for appraisal, be entitled to seek appraisal of the fair value of their shares. Appraisal rights are contingent upon completion of the merger. See the section entitled " Appraisal Rights " beginning on page 103 and Annex D to this proxy statement.

How You Can Vote

        If your shares are held in record name, you may sign, date and mail your proxy card in the enclosed return envelope. IF YOU DO NOT VOTE, THIS WILL HAVE THE SAME EFFECT AS VOTING "AGAINST" THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

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        If your shares are held in street name, you should have received a vote instruction form with these proxy materials from your broker, bank or other agent rather than from the Company. Simply complete and return the vote instruction form to your broker, bank or other agent to ensure that your vote is counted. You may also vote electronically on the Internet or by telephone as instructed by your broker or other agent. YOUR BROKER, BANK OR OTHER AGENT WILL BE UNABLE TO VOTE YOUR SHARES WITHOUT INSTRUCTIONS FROM YOU. THE FAILURE TO INSTRUCT YOUR BROKER ON HOW TO VOTE YOUR SHARES WILL HAVE EXACTLY THE SAME EFFECT AS VOTING "AGAINST" THE PROPOSAL TO ADOPT THE MERGER AGREEMENT.

        Your shares will be voted at the special meeting as you indicated on your proxy card. If no instructions are indicated on your signed proxy card, all of your shares of our common stock will be voted " FOR " the proposal to adopt the merger agreement, " FOR " the Adjournment Proposal and " FOR " the non-binding, advisory Merger-Related Compensation Proposal.

        You should indicate your vote now even if you expect to attend the special meeting and vote in person. Indicating your vote now will not prevent you from later canceling or revoking your proxy, right up to the day of the special meeting, and will ensure that your shares are voted if you later find you cannot attend the special meeting. If your shares are held in the name of a broker, bank or other agent and you wish to vote in person at the special meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or agent included with these proxy materials, or contact your broker, bank or agent to request a proxy form.

Stock Ownership and Interests of Certain Persons

        As of April 13, 2017, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,109,082 shares of our common stock, representing approximately 0.60% of the shares of our common stock outstanding on April 13, 2017. Our directors and executive officers have informed us that they currently intend to vote (1) " FOR " the proposal to adopt the merger agreement, (2) " FOR " the Adjournment Proposal and (3) " FOR " the non-binding, advisory Merger-Related Compensation Proposal.

        Certain members of our management and Board have interests that are different from or in addition to those of stockholders generally. See the section entitled " The Merger—Interests of Directors and Executive Officers in the Merger " beginning on page 66.

How You May Revoke or Change Your Vote

        You can change your vote in one of three ways at any time before your proxy is voted at the special meeting, by (i) giving written notice to our Corporate Secretary at our principal executive offices at 225 North Canal Street, 25th Floor, Chicago, Illinois 60606, stating that you would like to revoke your proxy, (ii) completing and submitting a new proxy card bearing a later date (in any of the permitted forms), or (iii) attending the special meeting and voting in person. Simply attending the meeting will not, by itself, revoke your proxy. If your shares are held in the name of a broker, bank or other agent, you must follow instructions received from such broker, bank or agent with this proxy statement in order to revoke your vote or to vote in person at the special meeting.

Proxy Solicitation

        We will pay for the cost of soliciting proxies and may reimburse brokerage firms and others for their expenses in forwarding solicitation material to beneficial owners. Solicitation will be made primarily through the use of the mail but our officers, directors and employees may, without additional compensation, solicit proxies personally by telephone, facsimile, mail or the Internet or in person. We have retained Innisfree to assist us in soliciting proxies using the means referred to above. We will pay

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the fees of Innisfree, which we expect to be approximately $25,000, plus reimbursement of certain out-of-pocket expenses.

Adjournments of the Special Meeting

        We are asking our stockholders to consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to establish a quorum or adopt the merger agreement, which we refer to as the Adjournment Proposal.

        You should note that the chairman of the meeting may postpone or adjourn the special meeting to a specified date including, among other reasons, to solicit additional proxies or to hold the special meeting on the same date and at the same time as the Reckitt Benckiser stockholder meeting.

        If the special meeting is postponed or adjourned for any reason, including to solicit additional proxies or to hold the special meeting on the same date and at the same time as the Reckitt Benckiser stockholder meeting, stockholders who have already sent in their proxies will be able to revoke them at any time prior to their use. No proxy voted against the proposal to adopt the merger agreement will be voted in favor of the Adjournment Proposal. In the event of a postponement or adjournment of the special meeting, we will provide at least ten days' notice of the new date, time and place of the special meeting, as required by our bylaws. See the section entitled " Adjournment Proposal " on page 101.

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