Newell Brands holders back 2026 incentive plan

Newell Brands holders back 2026 incentive plan

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8-K Event Classification

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What did Newell Brands (NWL) stockholders approve at the 2026 Annual Meeting?

How many Newell Brands (NWL) shares were voted at the 2026 Annual Meeting?

What is the Newell Brands Inc. 2026 Incentive Plan that stockholders approved?

How did Newell Brands (NWL) stockholders vote on Say-On-Pay in 2026?

Was Newell Brands’ 2026 auditor ratified by stockholders?

How strong was support for the Newell Brands 2026 Incentive Plan?

Positive

Negative

Newell Brands Inc. reported the results of its Annual Meeting of Stockholders held on May 7, 2026.

(Moderate)

(Neutral)

Form Type

8-K

Newell Brands Inc. reported the results of its Annual Meeting of Stockholders held on May 7, 2026. Stockholders representing 368,135,426 of the 424,927,772 shares outstanding as of the March 12, 2026 record date were voted at the meeting.

All eight director nominees were elected by majority vote, with individual support generally above 280 million shares "for" each candidate. Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Stockholders approved the advisory resolution on named executive officer compensation, with 254,464,829 votes for and 71,068,404 against. They also approved the Newell Brands Inc. 2026 Incentive Plan, an equity- and cash-based compensation plan, with 305,206,680 votes for and 20,662,767 against.

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Shares outstanding: 424,927,772 shares Shares voted: 368,135,426 shares Auditor ratification votes for: 363,199,115 votes +5 more

8 metrics

Shares outstanding 424,927,772 shares Common stock outstanding as of March 12, 2026 record date

Shares voted 368,135,426 shares Shares of common stock voted at the 2026 Annual Meeting

Auditor ratification votes for 363,199,115 votes Votes for ratifying PricewaterhouseCoopers LLP for 2026

Say-On-Pay votes for 254,464,829 votes Advisory approval of named executive officer compensation

Incentive Plan votes for 305,206,680 votes Approval of Newell Brands Inc. 2026 Incentive Plan

Incentive Plan votes against 20,662,767 votes Opposition to 2026 Incentive Plan at Annual Meeting

Say-On-Pay votes against 71,068,404 votes Votes against advisory executive compensation resolution

Broker non-votes 41,561,938 votes Broker non-votes on non-routine proposals

2026 Incentive Plan, stock appreciation rights, cash incentive awards, broker non-votes, +2 more

6 terms

2026 Incentive Plan financial

"the stockholders of the Company approved the Newell Brands Inc. 2026 Incentive Plan (the “Plan”)."

A 2026 incentive plan is a company’s formal program, often named for a year, that authorizes awards like stock options, restricted shares, and cash bonuses to employees and executives to motivate performance and retain talent. For investors it matters because the plan creates potential new shares or payouts that can dilute existing ownership and align management’s choices with company goals—think of it as a reward budget that affects both pay incentives and share value.

stock appreciation rights financial

"the Company may grant stock options (including incentive stock options), stock appreciation rights, stock awards, stock units"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

cash incentive awards financial

"cash incentive awards, or other awards based on or related to shares of the Company’s common stock"

broker non-votes financial

"Broker Non-Votes 305,206,680 | | 20,662,767 | | 704,041 | | 41,561,938"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Say-On-Pay financial

"The stockholders approved the advisory resolution to approve named executive officer compensation (“Say-On-Pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Stockholders approved all key items, including all eight director nominees, ratification of PricewaterhouseCoopers as auditor, the advisory Say-On-Pay vote, and the Newell Brands Inc. 2026 Incentive Plan for equity and cash-based awards.

A total of 368,135,426 shares of common stock were voted at the meeting, out of 424,927,772 shares outstanding as of the March 12, 2026 record date, indicating substantial stockholder participation in the governance process.

The 2026 Incentive Plan is an equity- and cash-based compensation plan allowing stock options, stock appreciation rights, stock awards, stock units, cash incentive awards, and other stock-based awards to eligible service providers of Newell Brands and its subsidiaries.

Stockholders approved the advisory resolution on named executive officer compensation, with 254,464,829 votes for, 71,068,404 against, 1,040,255 abstentions, and 41,561,938 broker non-votes, expressing overall support for the company’s executive pay program.

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Newell Brands’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 363,199,115 votes for, 4,359,352 against, and 576,959 abstentions recorded.

The 2026 Incentive Plan received 305,206,680 votes for, 20,662,767 votes against, 704,041 abstentions, and 41,561,938 broker non-votes, indicating solid shareholder backing for the company’s equity and cash-based incentive compensation framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 04:36 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 (May 7, 2026)

NEWELL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware

1-9608

36-3514169

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

5 Concourse Parkway NE, 8^th Floor

Atlanta, GA 30328

(Address of principal executive offices including zip code)

(770) 418-7000

(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

Common stock, $1 par value per share

NWL

Nasdaq Stock Market LLC

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		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)

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.

Source: View Original Filing on SEC EDGAR

3 documents

NEWELL BRANDS INC.

Dated: May 13, 2026

/s/ Bradford R. Turner

Bradford R. Turner

Chief Legal and Administrative Officer and Corporate Secretary