Item 2.02 Results of Operations and Financial Condition.
This information is set forth under "Item 2.02. Results of Operations and
Financial Condition" in accordance with SEC Release No. 33-8400. Such
information, including the Exhibit attached hereto, shall not be deemed "filed"
for purposes of Section 18 of, or otherwise regarded as filed under, the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it
be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended (the "Securities Act"), or in the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
On March 10, 2021, Tupperware Brands Corporation (the "Company" or the
"Registrant") issued an earnings release. A copy of the release is attached as
Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2021, the Board of Directors (the "Board") of the Company appointed
Deborah G. Ellinger, James H. Fordyce, and Timothy Minges to the Board,
effective as of March 15, 2021. The Board determined that Ms. Ellinger and
Messrs. Fordyce and Minges satisfy the requirements of the New York Stock
Exchange and the criteria of the Board to constitute an "independent" director.
There were no arrangements or understandings pursuant to which Ms. Ellinger or
Messrs. Fordyce or Minges were selected or any relationships or related
transactions between the Company and Ms. Ellinger or Messrs. Fordyce or Minges
of the type required to be disclosed under applicable Securities and Exchange
Commission ("SEC") rules. Ms. Ellinger will serve as a member of the
Compensation and Human Capital Committee and the Nominating, Governance and
Social Responsibility Committee, Mr. Fordyce will serve as a member of the Audit
and Finance Committee and the Compensation and Human Capital Committee, and Mr.
Minges will serve as a member of the Audit and Finance Committee.
Each of Ms. Ellinger, and Messrs. Fordyce and Minges will participate in the
compensation program for non-employee directors described in the Company's
Definitive Proxy Statement filed with the SEC on April 8, 2020.
A copy of the Company's press release announcing the appointment of Ms. Ellinger
and Messrs. Fordyce and Minges is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
Press Release of Tupperware Brands Corporation dated M arch 10,
99.1 2021
99.2 Press Release Regarding Director Appointments, dated March 10, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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