[8-K] Spectrum Brands Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

On 5 Aug 2025, Spectrum Brands Holdings (SPB) filed an 8-K, Item 5.07 detailing results of its 2025 Annual Meeting. A solid quorum of 21.53 million shares, representing 87.71% of outstanding stock, was present.

• Director elections: All seven nominees were re-elected for one-year terms with support ranging from 95.46% (CEO David M. Maura) to 99.47% (Leslie L. Campbell & Joan Chow).
• Auditor ratification: KPMG LLP was confirmed for FY-2025 with 98.75% of votes cast in favour.
• Say-on-Pay: Compensation of named executive officers passed with 97.91% approval.

No other material proposals or financial statements were submitted. The decisive vote margins indicate broad shareholder confidence in the company’s governance, audit oversight and compensation practices; the filing announces no strategic or financial changes.

Positive

• High shareholder support (>95% for all proposals) reinforces confidence in management, board oversight and executive compensation policies.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Turnout 87.7%, all proxies pass with >95% support—signals investor confidence but is a routine governance event with limited market impact.

High approval percentages across directors, auditor, and say-on-pay suggest strong alignment between management and shareholders. The absence of dissent or alternative proposals indicates no immediate governance concerns or activist pressure. While positive for sentiment, the disclosures do not alter earnings outlook or capital structure; therefore, market impact should be neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 5, 2025

SPECTRUM BRANDS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-4219			74-1339132
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

3001 Deming Way

Middleton, Wisconsin 53562

(Address of principal executive offices)

(608) 275-3340

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐			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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class

Trading Symbol

Name of Exchange On Which Registered

Common Stock, $0.01 par value

SPB

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by checkmark 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 5.07    Submission of Matters to a Vote of Security Holders.

Spectrum Brands Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of shareholders (the “Annual Meeting”) on August 5, 2025. A total of 21,533,229 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), were present in person or represented by proxy at the Annual Meeting, representing 87.71% of the Company’s outstanding Common Stock as of June 17, 2025, the record date.

The Company is pleased to have had a significant percentage of its outstanding shares of Common Stock participate in the Annual Meeting and vote in favor of each proposal presented for consideration. The final results for the votes regarding each proposal are set forth below, including the approval percentage for each proposal calculated in accordance with the respective methodology described in the Company's Proxy Statement:

Proposal 1. The Company’s stockholders elected each of the following persons as directors of the Company for a term of one year and until his successor is elected and qualified. The votes regarding this proposal were as follows:

Name						For						Against						Abstain						Broker Non-Votes						Approval Percentage
Sherianne James						19,217,914						656,897						25,365						1,633,053						96.69%
Leslie L. Campbell						19,770,714						104,444						25,018						1,633,053						99.47%
Joan Chow						19,769,721						105,473						24,982						1,633,053						99.47%
Hugh R. Rovit						19,329,813						545,244						25,119						1,633,053						97.26%
Gautam Patel						19,691,950						182,604						25,622						1,633,053						99.08%
David M. Maura						18,971,887						902,880						25,409						1,633,053						95.46%
Terry L. Polistana						19,293,120						582,127						24,929						1,633,053						97.07%

Proposal 2. The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025. The votes regarding this proposal were as follows:

For						Against						Abstain												Approval Percentage
21,264,799						224,619						43,811												98.75%

Proposal 3. The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers of the Company. The votes regarding this proposal were as follows:

For						Against						Abstain						Broker Non-Votes						Approval Percentage
19,484,446						319,444						96,286						1,633,053						97.91%

1

Item 9.01  Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K.

			Exhibit No.						Description
			104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

2

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.

Date: August 5, 2025
			SPECTRUM BRANDS HOLDINGS, INC.
			By:			/s/ Ehsan Zargar
						Name: Ehsan Zargar
						Title: Executive Vice President, General Counsel and Corporate Secretary

3

FAQ

How many Spectrum Brands (SPB) shares were represented at the 2025 Annual Meeting?

21,533,229 shares, equal to 87.71% of shares outstanding as of the record date.

What were the vote results for Spectrum Brands' director elections?

Each of the seven nominees received between 95.46% and 99.47% of votes cast in favour.

Did shareholders ratify KPMG LLP as Spectrum Brands' auditor for FY-2025?

Yes. The proposal passed with 98.75% approval (21,264,799 votes for, 224,619 against).

How did Spectrum Brands' say-on-pay proposal fare in 2025?

The advisory vote on executive compensation received 97.91% support (19,484,446 votes for).

Were any additional financial statements or exhibits filed with this 8-K?

No. The only exhibit was the Cover Page Interactive Data File (Exhibit 104); no financial statements were included.