Spectrum Brands Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six nominees (Sherianne James, Leslie L. Campbell, Hugh R. Rovit, Gautam Patel, David M. Maura and Terry L. Polistina) to the Board of Directors.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This advisory (non-binding) proposal asks stockholders to approve the Company’s executive compensation disclosure and overall pay program for its named executive officers as presented in the proxy statement. Management is seeking shareholder approval to confirm support for its compensation framework, which the Board and Compensation Committee designed to align executive pay with company performance and stockholder interests through a mix of fixed salary, an annual Management Incentive Plan (MIP) and a long-term incentive program (LTIP). The Company emphasizes a pay-for-performance structure: a large majority of NEO target compensation is at-risk (e.g., ~89.7% for the CEO) and the LTIP is 70% performance-based, with metrics including Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Return on Average Equity; the MIP uses Adjusted EBITDA, Net Sales and Adjusted Average Inventory Turns. The Board’s rationale for recommending FOR reflects these alignment features, the existence of clawback, anti-hedging/anti-pledging policies, stock ownership guidelines and recent stockholder engagement that influenced plan design. The vote is advisory and non-binding, but the Board and Compensation Committee will consider the outcome when setting future compensation policies and awards. Contextually, the Company reports that it received strong say-on-pay support in the prior year and discloses detailed objectives, payout curves and governance safeguards intended to limit excessive risk-taking. Management also points to recent adjustments and responsiveness to stockholder feedback (e.g., metric selection and disclosure) as evidence of governance responsiveness. A sophisticated assessment should weigh the program’s heavy performance orientation and retention features against realized payouts and historical performance, the non-binding nature of the vote, and how future awards would respond to any material negative shareholder feedback.

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When is the Spectrum Brands Holdings Inc 2026 annual meeting?

Spectrum Brands Holdings Inc (SPB) holds its 2026 annual shareholder meeting on Wednesday, August 5, 2026.

What is the record date for the Spectrum Brands Holdings Inc 2026 meeting?

The record date for the Spectrum Brands Holdings Inc 2026 meeting is Friday, June 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Spectrum Brands Holdings Inc's 2026 meeting?

The board is presenting 6 director nominees at the Spectrum Brands Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Spectrum Brands Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Spectrum Brands Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.