Newell Brands Inc. (NWL) (“Newell Brands” or “the Company” ) today delivered a letter to Starboard Amount and Befalling Master Fund Ltd. (together with its affiliates, “Starboard”) from its Board of Directors.
Starboard Amount and Befalling Master Fund Ltd.Attention: Jeffrey Smith, Chief Controlling Officer & Chief Investment Officer777 Third Avenue, 18th FloorNew York, NY 10017
The anew reconstituted Board of Admiral (the “Board”) of Newell Brands Inc. (“Newell Brands” or the “Company”) has advised and advised your best contempo accessible statements.
We accept the contest of the aftermost few months accept helped advance to cogent absolute change at Newell Brands. The Company’s shareholders will account from these changes, which accommodate a about absolute alleviation of the Board and the development of an broadcast accelerated transformation plan (the “Accelerated Transformation Plan”). The new Board is focused and committed to both active the Accelerated Transformation Plan into activity and reigniting achievement of the absolute amount business, which we accept will be abundantly admired for shareholders.
To that end, we allotment abounding of your perspectives, and we anticipation it would be accessible to highlight how the Company’s contempo accomplishments adjust with your views.
Starboard Statement: As we accept consistently stated, we accept that ample change to the agreement of Newell’s Board of Admiral (the “Board”) and administration is required. Since our involvement, eight of the eleven Board associates will be new, including a new Chairman.
Response: The new Board agrees. The arrangement of Patrick Campbell as Chairman of the Board brings new administration to the Company. In addition, the all-embracing agreement of the Board has fundamentally afflicted in the aftermost three months. Since the alpha of 2018, nine admiral accept larboard the Board and six new admiral accept been appointed, anniversary of whom has aberrant acquaintance and a accurate track-record as a shareholder-centric leader. In addition, two new absolute admiral will be nominated for acclamation to the Board at our accessible Anniversary Meeting. The active and newly-focused Board is comprised of a strong, acclimatized accumulation of leaders that will accommodate added blank and appeal added accountability.
Starboard Statement: We accept that asset sales, if accomplished properly, can actualize abundant amount at Newell. Given that Newell intends to now analyze asset sales for about bisected of the Company, we accept that the best advisable advance of activity is for the Aggregation to assignment with its banking adviser to appraise a absolute set of cardinal alternatives for all of the businesses. Alone afterward this absolute assay can Newell carefully actuate which assets may apprehend the greatest after-tax value, and adjudge which assets, if any, the Aggregation should abide to operate.
Response: The new Board agrees. Asset sales can actualize abundant amount at Newell Brands, which is why the new Board absolutely accepted the Accelerated Transformation Plan. The new Board’s Finance Committee is now chaired by Courtney Mather, a portfolio administrator at Icahn Capital, and is answerable with administering the asset dispositions at the affection of the Accelerated Transformation Plan. Under the Finance Committee’s oversight, the Company’s banking admiral and administration are already adamantine at assignment evaluating a abeyant aboriginal beachcomber of divestitures. As allotment of this antecedent footfall in the Accelerated Transformation Plan, the Finance Committee will both (i) analysis and appraise the value-creation and cardinal account for anniversary abeyant asset auction (and anniversary abeyant another thereto) and (ii) conduct a absolute analysis of all of the Company’s businesses to actuate which brands should be included in a added beachcomber of divestitures and which should be retained. The new Board’s controlling throughout this action will focus on two priorities: maximizing after-tax gain and creating a simpler, bacteria and added assisting Newell Brands.
Starboard Statement: In accession to asset sales, we are of the acceptance that there is an befalling to decidedly advance the operations at Newell. Based on our research, we are assured that there is an befalling to advance operating assets by approximately $500 to $800 million based on accomplishments that should be aural management’s control. We accept it is important that, in accession to exploring cardinal alternatives for all of the businesses, the new Board be appropriately and accompanying focused on the operational improvements accessible to the Company. Asset sales on their own are not a catholicon for operational issues.
Response: The new Board agrees. Asset sales are alone one basic of the Accelerated Transformation Plan. There is additionally amazing befalling to advance the operations at Newell Brands, and the new Board is appropriately focused on that basic of the Accelerated Transformation Plan. In fact, the new Board is committed to anecdotic and acumen appear operating assets improvements of at atomic $800 actor over the aing three years, including a minimum of $300 actor in 2018. The new Board is additionally committed to acutely communicating to shareholders how the divestures in the Accelerated Transformation Plan will ultimately appulse these targeted operating assets improvements on a pro forma basis.
In ablaze of these best contempo changes, and afterwards accepting added discussions with some of the Company’s bigger shareholders, we accept Newell Brands is now embarking on a aisle to cogent amount creation. To that end, the new Board’s atypical focus at this time is devising, articulating and active the multi-year cardinal transformation and operational turnaround that will already afresh accomplish Newell Brands a best-in-class customer articles aggregation that delivers outstanding returns. We are admiring to apperceive that this focus is constant with Starboard’s angle as well.
/s/ The Board of Admiral of Newell Brands Inc.
About Newell Brands
Newell Brands (NWL) is a arch all-around customer appurtenances aggregation with a able portfolio of acclaimed brands, including Paper Mate®, Sharpie®, Dymo®, EXPO®, Parker®, Elmer’s®, Coleman®, Jostens®, Marmot®, Rawlings®, Oster®, Sunbeam®, FoodSaver®, Mr. Coffee®, Rubbermaid Bartering Products®, Graco®, Baby Jogger®, NUK®, Calphalon®, Rubbermaid®, Contigo ®, Aboriginal Alert®, Waddington and Yankee Candle®. For hundreds of millions of consumers, Newell Brands makes activity bigger every day, area they live, learn, assignment and play.
This columnist absolution and added advice about Newell Brands are accessible on the company’ s website, www.newellbrands.com.
In affiliation with Newell Brands’ 2018 Anniversary Affair of Shareholders, Newell Brands will book with the U.S. Balance and Barter Commission (the “ SEC” ) and mail to the shareholders of almanac advantaged to vote at the 2018 Anniversary Affair a absolute proxy account and added documents, including a WHITE proxy card. SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS WHEN FILED WITH THE SEC AND WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Back filed with the SEC, the absolute proxy account and WHITE proxy agenda will additionally be mailed to shareholders of record. Investors and added absorbed parties will be able to access the abstracts chargeless of allegation at the SEC’ s website, www.sec.gov, or from Newell Brands at its website, www.newellbrands.com, or through a appeal in autograph beatific to Newell Brands at 221 River Street, Hoboken, New Jersey, 07030, Attention: General Counsel, or by contacting Newell Brands’ proxy solicitor, Morrow Sodali at (800) 662-5200 or at [email protected]
Participants in Solicitation
The Aggregation and its admiral and controlling admiral may be accounted to be participants in the address of proxies in affiliation with the 2018 Anniversary Meeting. The participants in the address of proxies in affiliation with the 2018 Anniversary Affair are currently advancing to be the Company, Patrick D. Campbell, James R. Craigie, Debra A. Crew, Brett Icahn, Andrew Langham, Courtney R. Mather, Michael B. Polk, Judith A. Sprieser, Steven J. Strobel, Michael A. Todman, Ralph Nicoletti, Mark S. Tarchetti, William A. Burke, Bradford Turner, Nancy O’Donnell, Sofya Tsinis, High River Bound Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn.
As of the date hereof, Ms. Crew beneficially owns 30 shares of accepted banal of the Company, par amount $1.00 (the “Common Stock”). Mr. Craigie beneficially owns 3,175 shares of Accepted Stock, which includes 1,594 shares captivated in trusts, 797 shares each, for the account of Mr. Craigie’s children. Mr. Polk beneficially owns 1,353,392 shares of Accepted Stock, which includes 225,872 shares of Accepted Banal issuable pursuant to banal options and RSUs currently exercisable or exercisable or vesting aural 60 canicule and includes 332,925 shares captivated in grantor retained accomplishment trusts for the account of Mr. Polk’s accouchement and 47,303 shares captivated in assurance by Mr. Polk’s wife. Mr. Strobel beneficially owns 50,707 shares of Accepted Stock. Mr. Todman beneficially owns 54,949 shares of Accepted Stock. Mr. Nicoletti beneficially owns 14,788 shares of Accepted Stock, which includes 25 shares captivated in a capricious assurance by Mr. Nicoletti’s wife, 193 shares in an IRA and 14,570 captivated in a capricious trust. Mr. Tarchetti beneficially owns 260,949 shares of Accepted Stock. Mr. Burke beneficially owns 175,046 shares of Accepted Stock. Mr. Turner beneficially owns 14,134 shares of Accepted Stock. Ms. O’Donnell beneficially owns 6,855 shares of Accepted Stock. As of the date hereof, Mr. Campbell, Ms. Sprieser and Ms. Tsinis do not beneficially own any shares of Accepted Stock.
As of the date hereof, High River Bound Partnership has sole voting adeptness and sole dispositive adeptness with attention to 6,658,602 shares of Accepted Banal (including shares of Accepted Banal basal advanced contracts). Anniversary of Hopper Investments LLC, Barberry Corp. and Mr. Carl C. Icahn has aggregate voting adeptness and aggregate dispositive adeptness with attention to such shares of Accepted Stock. Icahn Partners Master Fund LP has sole voting adeptness and sole dispositive adeptness with attention to 10,836,710 shares of Accepted Banal (including shares of Accepted Banal basal advanced contracts). Anniversary of Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Mr. Carl C. Icahn has aggregate voting adeptness and aggregate dispositive adeptness with attention to such shares of Accepted Stock. Icahn Partners LP has sole voting adeptness and sole dispositive adeptness with attention to 15,797,701 shares of Accepted Banal (including shares of Accepted Banal basal advanced contracts). Anniversary of Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises GP, Beckton Corp. and Mr. Carl C. Icahn has aggregate voting adeptness and aggregate dispositive adeptness with attention to such shares of Accepted Stock. Mr. Brett Icahn has sole voting adeptness and sole dispositive adeptness with attention to 500,000 shares of Accepted Stock, including 250,000 shares of Accepted Banal beneficially endemic by a accommodating foundation controlled by Mr. Brett Icahn. As of the date hereof, Messrs. Langham and Mather do not beneficially own any shares of Accepted Stock.
Certain advice apropos these participants is additionally set alternating in the Company’s absolute proxy statement, anachronous March 30, 2017, for its 2017 anniversary affair of shareholders as filed with the SEC on Schedule 14A, the Company’s basic proxy statement, anachronous March 23, 2018, for its 2018 anniversary affair of shareholders as filed with the SEC on Schedule 14A and the Company’s Current Reports, anachronous August 24, 2017, January 21, 2018, February 16, 2018, February 22, 2018 and March 19, 2018, as filed with the SEC on Form 8-K. Added advice apropos the interests of these participants in the address of proxies in account of the 2018 Anniversary Affair and added accordant abstracts will be filed with the SEC back they become available.
Caution Apropos Forward-Looking Statements
Statements in this release, added than those of absolute fact, decidedly those anticipating approaching banking performance, business prospects, growth, operating strategies and agnate matters, are advanced statements aural the acceptation of the U.S. Private Balance Litigation Reform Act of 1995 and added federal balance laws. These statements about can be articular by the use of words such as “intend,” “anticipate,” “believe,” “estimate,” “project,” “target,” “plan,” “expect,” “will,” “should,” “would” or agnate statements. The Aggregation cautions that advanced statements are not guarantees because there are inherent difficulties in admiration approaching results. In addition, there are no assurances that the Aggregation will complete any or all of the abeyant transactions, or added initiatives referenced here. Absolute after-effects may alter materially from those bidding or adumbrated in the advanced statements. Important factors that could account absolute after-effects to alter materially from those appropriate by the advanced statements include, but are not bound to:
The advice independent in this absolution is as of the date indicated. The Aggregation assumes no obligation to amend any advanced statements as a aftereffect of new information, approaching contest or developments.
View antecedent adaptation on businesswire.com: https://www.businesswire.com/news/home/20180327006447/en/
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