Document


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 11, 2017 (May 9, 2017)
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)
221 River Street
Hoboken, New Jersey 07030
(Address of principal executive offices including zip code)
(201) 610-6600
(Registrant’s telephone number, including area code)
______________________
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 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 5.07 Submission of Matters to a Vote of Security Holders.
Newell Brands Inc. (the “Company”) held its Annual Meeting of Stockholders on May 9, 2017. For more information on the proposals presented at the meeting, see the Company’s Proxy Statement, filed with the Securities and Exchange Commission on March 30, 2017, the relevant portions of which are incorporated herein by reference.
The stockholders elected each of the twelve nominees to the Board of Directors for a one-year term by a majority of the votes cast:
Director
For
Against
Abstain
Broker Non-Votes
Ian G.H. Ashken
402,986,976
7,201,415
466,734
30,154,760
Thomas E. Clarke
379,222,809
31,075,211
357,105
30,154,760
Kevin C. Conroy
384,650,789
25,639,818
364,518
30,154,760
Scott S. Cowen
380,390,102
29,904,253
360,770
30,154,760
Michael T. Cowhig
404,810,932
5,447,519
396,674
30,154,760
Domenico De Sole
382,264,887
28,041,014
349,224
30,154,760
Martin E. Franklin
401,418,202
8,735,169
501,754
30,154,760
Ros L’Esperance
408,980,879
1,229,629
444,617
30,154,760
Michael B. Polk
406,755,915
3,580,726
318,484
30,154,760
Steven J. Strobel
406,756,231
3,556,525
342,369
30,154,760
Michael A. Todman
406,229,333
2,331,410
2,094,382
30,154,760
Raymond G. Viault
401,506,848
8,805,318
342,959
30,154,760

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2017:
For
438,636,225
Against
1,614,264
Abstain
559,396

The stockholders approved the advisory resolution approving executive compensation:
For
350,807,074
Against
58,802,230
Abstain
1,045,821
Broker Non-Votes
30,154,760

The stockholders voted to hold an advisory vote every year to approve executive compensation:
One Year
376,698,839
Two Years
489,614
Three Years
32,907,523
Abstain
559,149
Broker Non-Votes
30,154,760


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 11, 2017
By:
/s/ Bradford R. Turner__________________
Bradford R. Turner
Chief Legal Officer and Corporate Secretary