Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On March 13, 2023, Brett Icahn resigned from the Board of Directors (the
"Board") of Newell Brands Inc. (the "Company") in order to reduce the number of
public company boards of directors on which he serves. His resignation was not
due to any disagreement with the Company.
(d) On March 14, 2023, the Board elected David Willetts as a director effective
March 15, 2023, pursuant to the terms of the Director Appointment and Nomination
Agreement, dated as of March 18, 2018 (as amended on April 23, 2018 and
February 8, 2023), between the Company and the Icahn Group (the "Nomination
Agreement"). In accordance with a Notification Letter, dated March 13, 2023,
from the Icahn Group to the Company (the "Notification Letter"), Mr. Willetts
will be deemed an Icahn Designee and Replacement for Brett Icahn, as such terms
are defined in the Nomination Agreement. Pursuant to the Notification Letter, as
of March 15, 2023, Mr. Willetts will cease serving on the boards of directors of
any publicly traded companies other than Icahn Enterprises L.P. and the Company.
The foregoing summary is qualified in its entirety by reference to the
Notification Letter, a copy of which is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
Mr. Willets will serve on the Nominating/Governance Committee and, effective
March 17, 2023, the Compensation and Human Capital Committee of the Board. He
will receive the same compensation as the Company's other non-employee
directors, as described in the Company's Proxy Statement on Schedule 14A, filed
with the U.S. Securities and Exchange Commission on March 23, 2022, including a
pro-rated annual restricted stock award, effective March 15, 2023, with a grant
date fair value of approximately $23,000. There are no transactions requiring
disclosure under Item 404(a) of Regulation S-K.
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Item 9.01 Exhibits.
(d) Exhibits
99.1 Notification Letter, dated March 13, 2023, from the Icahn Group to
Newell Brands Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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