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): September 25, 2020
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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:
| Registrant | Title of Each Class | Trading Symbol | Name of Exchange On Which Registered | |||||||||||||||||
| Spectrum Brands Holdings, Inc. | ||||||||||||||||||||
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).
| Spectrum Brands Holdings, Inc. | |||||
| SB/RH Holdings, LLC | |||||
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.
| Spectrum Brands Holdings, Inc. | ☐ | ||||
| SB/RH Holdings, LLC | ☐ | ||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Spectrum Brands Holdings, Inc. (the “Company”) deeply regrets to announce that Mr. Kenneth C. Ambrecht passed away unexpectedly on September 25, 2020. Mr. Ambrecht was a director of the Company and also served as the Chair of the Company’s Compensation Committee and a member of the Company’s Audit Committee and Nominating and Corporate Governance Committee.
David Maura, Chief Executive Officer and Chair of the board of the Company, said “on behalf of the Company, its entire board of directors and management team, I would like to acknowledge Ken’s tireless dedication and service to the Company. Ken was an outstanding director and an inspiration to all of us. He will be missed not only as a business colleague, but also as a friend. I know he was proud of all that we have accomplished at Spectrum Brands and we will honor his memory by continuing to advance the Company’s operational excellence. We extend our sincerest condolences to Ken’s family.”
On September 27, 2020, the Company appointed Sherianne James to serve as a member of the Company’s Audit Committee. The Company will identify a replacement for Mr. Ambrecht’s position on the board and its committees at the appropriate time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPECTRUM BRANDS HOLDINGS, INC. | ||||||||
| By: | /s/ Ehsan Zargar | |||||||
| Name: | Ehsan Zargar | |||||||
| Title: | Executive Vice President, Corporate Secretary and General Counsel | |||||||
| SB/RH HOLDINGS, LLC | ||||||||
| By: | /s/ Ehsan Zargar | |||||||
| Name: | Ehsan Zargar | |||||||
| Title: | Executive Vice President, Corporate Secretary and General Counsel | |||||||
| Date: September 28, 2020 | ||||||||
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