UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 13, 2026 (
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices including zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| TITLE OF EACH CLASS |
TRADING SYMBOL |
NAME OF EACH EXCHANGE ON WHICH REGISTERED | ||
Securities registered pursuant to Section 12(g) of the Act: None
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described in Item 5.07 below, on May 7, 2026, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Newell Brands Inc. (the “Company”), the stockholders of the Company approved the Newell Brands Inc. 2026 Incentive Plan (the “Plan”). The Plan is an equity- and cash-based incentive plan and includes provisions by which the Company may grant stock options (including incentive stock options), stock appreciation rights, stock awards, stock units, cash incentive awards, or other awards based on or related to shares of the Company’s common stock, or in payment of dividends or dividend equivalents paid with respect to awards made under the Plan, to eligible persons providing services to the Company or any subsidiary of the Company. The Plan is more fully described in the related proposal in the Company’s Proxy Statement (as defined in Item 5.07 below).
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amended Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on May 7, 2026. For more information on the proposals presented at the meeting, please see the Company’s Definitive Proxy Statement, filed with the SEC on March 26, 2026 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.
The number of shares of common stock voted on matters presented at the Annual Meeting was 368,135,426 of the 424,927,772 shares outstanding as of the March 12, 2026 record date for the Annual Meeting. Below is a summary of the items voted on by the stockholders at the Annual Meeting.
The stockholders elected each of the following eight nominees to the Board of Directors for a one-year term by a majority vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Bridget Ryan Berman |
310,789,046 | 15,433,058 | 351,384 | 41,561,938 | ||||||||||||
| Patrick D. Campbell |
283,377,489 | 42,822,754 | 373,245 | 41,561,938 | ||||||||||||
| James P. Keane |
302,088,999 | 24,084,176 | 400,313 | 41,561,938 | ||||||||||||
| Gerardo I. Lopez |
320,436,005 | 5,707,674 | 429,809 | 41,561,938 | ||||||||||||
| Christopher H. Peterson |
321,807,657 | 4,437,197 | 328,634 | 41,561,938 | ||||||||||||
| Gary H. Pilnick |
302,428,045 | 23,717,278 | 428,165 | 41,561,938 | ||||||||||||
| Stephanie P. Stahl |
299,906,682 | 26,222,825 | 443,981 | 41,561,938 | ||||||||||||
| Anthony Terry |
321,216,034 | 4,883,089 | 474,365 | 41,561,938 | ||||||||||||
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
| For |
Against |
Abstain | ||
| 363,199,115 | 4,359,352 | 576,959 |
The stockholders approved the advisory resolution to approve named executive officer compensation (“Say-On-Pay”):
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 254,464,829 | 71,068,404 | 1,040,255 | 41,561,938 |
The stockholders approved the Newell Brands Inc. 2026 Incentive Plan:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 305,206,680 | 20,662,767 | 704,041 | 41,561,938 |
2
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Description | |
| 10.1 | Newell Brands Inc. 2026 Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement dated March 26, 2026, File No. 001-09608). | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and embedded within the document) | |
3
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.
| NEWELL BRANDS INC. | ||||||
| Dated: May 13, 2026 | By: | /s/ Bradford R. Turner | ||||
| Bradford R. Turner | ||||||
| Chief Legal and Administrative Officer and Corporate Secretary | ||||||