Independent
Tenure on this board
8.1 yrs
Also a director at
Tanger Inc (SKT)Asbury Automotive Group Inc (ABG)
8 nominees · 4 ballot items.
Elect eight directors; Ratify PwC as independent auditors for 2026; Advisory vote to approve named executive officer compensation (Say on Pay); Approve the Newell Brands Inc. 2026 Incentive Plan (19,250,000 shares).
Elect eight directors nominated by the Board to serve until the next annual meeting.
Ratify appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy materials.
This advisory proposal asks stockholders to approve the Company’s executive compensation disclosure — including the CD&A, compensation tables, and narrative — on a non-binding basis. Management frames the proposal as reflecting its compensation philosophy of aligning pay with performance, using a mix of annual and long-term incentives (including PRSUs and TRSUs), stock ownership guidelines, clawback policies, and anti-hedging rules. The Board recommends a vote FOR, citing robust governance practices, responsiveness to stockholder feedback, and pay outcomes tied to performance metrics like adjusted EPS, free cash flow productivity, core sales, and FUEL productivity. While non-binding, approval supports management’s compensation approach; a rejection would prompt the Board and Compensation Committee to engage more with stockholders and potentially revise compensation practices.
Approve and adopt the Newell Brands Inc. 2026 Incentive Plan to authorize 19,250,000 shares for issuance under the plan and replace the Prior Plan for future awards.
This management proposal requests stockholders to approve the 2026 Incentive Plan, which would authorize 19,250,000 shares for future equity awards and replace the Prior Plan for new grants. Management seeks approval to preserve the Company’s ability to use equity compensation to attract, retain and motivate employees and directors, and to align their interests with stockholders. The proposal includes governance protections: no liberal share counting, no discounted options or SARs, no repricing without shareholder approval, double-trigger change-in-control provisions, no dividend equivalents prior to vesting, one-year minimum vesting, and clawback policy compliance. Management argues that without plan approval the Company would either run out of shares under the Prior Plan or be forced to increase cash compensation, which may not align long-term incentives with shareholders and could strain cash. The Board’s recommendation in favor is based on competitive needs, disclosed historical burn rates and overhang analyses, and the plan’s incorporation of best practices; approval would allow the Company to continue issuing PRSUs, RSUs and other awards tied to performance metrics used in prior LTIP designs such as adjusted EPS and free cash flow productivity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 11.1% | 47,019,583 | $161M |
| 2 | BlackRock, Inc. | 8.3% | 35,240,221 | $121M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 6.4% | 27,253,324 | $93M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 22,835,075 | $78M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 18,896,299 | $65M |
| 6 | DEPRINCE RACE ZOLLO INC | 4.3% | 18,385,859 | $63M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 4.2% | 17,799,099 | $61M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 4.1% | 17,598,758 | $60M |
| 9 | Rubric Capital Management LP | 3.6% | 15,257,431 | $52M |
| 10 | STATE STREET CORP | 3.4% | 14,537,627 | $50M |
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