GENERAL INFORMATION ABOUT THE PROXY STATEMENT AND ANNUAL MEETING
What is some background information I should understand when reviewing this report?
As disclosed in our prior filings, on July 13, 2018 (the Merger Closing Date), HRG Group, Inc. (now known as Spectrum Brands
Holdings, Inc., which is the registrant and filer of this Proxy Statement) completed a merger (the Merger) with its majority owned subsidiary, Spectrum Brands Legacy, Inc. (formerly known as Spectrum Brands Holdings, Inc.). Following the
completion of the Merger, HRG Group, Inc. changed its name to Spectrum Brands Holdings, Inc. All references herein to (i) the Company, Spectrum Brands, we, us or our refer to Spectrum
Brands Holdings, Inc. (formerly known as HRG Group, Inc.) prior to and after the Merger Closing Date; (ii) SPB Legacy refers to Spectrum Brands Legacy, Inc. (formerly known as Spectrum Brands Holdings, Inc.) solely prior to the Merger
Closing Date; (iii) HRG Legacy refers to HRG Group, Inc. (now known as Spectrum Brands Holdings, Inc.) solely prior to the Merger Closing Date; (iv) New SPB refers to Spectrum Brands Holdings, Inc. (formerly known as HRG
Group, Inc.) solely after the Merger Closing Date; (v) Board or Board of Directors refers to the Board of Directors of Spectrum Brands Holdings, Inc. (formerly known as HRG Group, Inc.) prior to and after the Merger Closing
Date; and (vi) Fiscal refers to fiscal year ended September 30 of each applicable year.
Pursuant to the Merger, (i) New SPB
acquired all of the outstanding shares of common stock of SPB Legacy that it did not own, (ii) holders of the shares of common stock of SPB Legacy received shares of common stock of New SPB in exchange for their SPB Legacy shares and (iii) holders
of the shares of common stock of HRG Legacy received, after a stock split, shares of common stock of New SPB in exchange for their HRG Legacy shares based on an exchange ratio of 0.1613. All references herein to Shares or Common
Stock refer to shares of our common stock, par value $0.01 per share, New SPB after the Merger and reflecting the foregoing stock issuance and stock split.
Immediately following the Merger, all of the officers and directors of HRG Legacy resigned from their positions with the Company. Upon the
closing of the Merger, the Board consisted of Messrs. Kenneth C. Ambrecht, Norman S. Matthews, David M. Maura, Terry L. Polistina, Hugh R. Rovit and Joseph S. Steinberg, all of whom were former directors of SPB Legacy, and David S. Harris, a newly
appointed director of New SPB. In addition, the executive team of the Company consisted of Messrs. Maura (Executive Chairman and Chief Executive Officer), Douglas L. Martin (Executive Vice President and Chief Financial Officer), Nathan E. Fagre
(Senior Vice President, General Counsel and Secretary) and Ms. Stacey L. Neu (Senior Vice President of Human Resources), all of whom were former officers of SPB Legacy. In the months following the Merger, the Board also appointed Sherianne James to
our Board, and the Company announced the termination of its employment relationships with Mr. Fagre and Ms. Neu, and named Messrs. Ehsan Zargar and Randal Lewis as executive officers of the Company.
On January 2, 2019, the Company completed the sale of its Global Battery and Lighting (GBL) business pursuant to the GBL
acquisition agreement with Energizer Holdings, Inc. (Energizer). On January 28, 2019, the Company completed the sale of its Global Auto Care (GAC) business pursuant to the GAC acquisition agreement with Energizer.
Why am I receiving these materials?
This
Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders and proxy card are being furnished to the stockholders of the Company by the Board to solicit your proxy to vote at the 2019 Annual Meeting of Stockholders of the Company and
any adjournments or postponements thereof (the Annual Meeting) to be held on July 10, 2019, at 10:00 a.m., Eastern Time, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York,
New York 10019-6064. The Board may, at any time prior to the Annual Meeting, postpone or cancel the meeting in accordance with applicable law.
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