Current Report Filing (8-k)
March 22 2019 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 22, 2019 (March 21, 2019)
NEWELL BRANDS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-9608
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36-3514169
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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221 River Street
Hoboken, New Jersey 07030
(Address of principal executive offices including zip code)
(201)
610-6600
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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(e) On March 14, 2019, Newell Brands Inc. (the Company) announced that Michael B. Polk, the
Companys President, Chief Executive Officer and member of the Companys Board of Directors (the Board), will retire from the Company.
In connection with Mr. Polks retirement from the Company on June 28, 2019 (the Retirement Date), the Company and
Mr. Polk have entered into a Retirement Agreement and General Release (the Retirement Agreement) pursuant to which Mr. Polk agreed to a customary release and restrictive covenants. The Retirement Agreement entitles
Mr. Polk to, among other things, (1) salary continuation payments for two years, totaling $2.7 million, unpaid amounts of which will be payable on August 1, 2019; (2) continued medical coverage for Mr. Polk and covered
dependents under the Companys plans, at COBRA rates, until Mr. Polk and his spouse are eligible for Medicare (or coverage under the medical plans of a new employer); (3) a lump sum payment of approximately $19,500, which is the difference
between the aggregate premium for 24 months of medical coverage for Mr. Polk and his dependents, at the cost charged to active employees, and the aggregate premium for 24 months of such coverage at COBRA rates; (4) a portion of his annual
cash incentive award
pro-rated
through the Retirement Date under the 2019 Management Bonus Plan payable in March 2020 (subject to the satisfaction of applicable performance conditions); and
(5) reimbursement of legal fees associated with the Retirement Agreement, up to $10,000. Mr. Polks unexercised 2011 stock options will remain exercisable until expiration in July 2021 consistent with the terms of the underlying
option agreement. Additionally, Mr. Polks unvested performance-based restricted stock units (RSUs) awarded in February 2018 will continue to vest in February 2021 (subject to the satisfaction of applicable performance
conditions) and a
pro-rata
portion of the RSUs awarded to Mr. Polk in February 2019, reflecting four months of service and totaling 45,724 RSUs, will continue to vest in February 2022 (subject to the
satisfaction of applicable performance conditions). The provisions for the benefit of the Company included in any agreement previously entered into by Mr. Polk that by their applicable terms extend past his termination of employment, including
but not limited to confidentiality, invention assignment,
non-solicitation
and
non-competition
provisions, will remain in full force and effect.
The foregoing summary is qualified in its entirety by reference to the Retirement Agreement, a copy of which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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NEWELL BRANDS INC.
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Dated: March 22, 2019
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By:
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/s/ Bradford R. Turner
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Bradford R. Turner
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Chief Legal and Administrative Officer and Corporate Secretary
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