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 8, 2023
(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)) | |||||
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 | ☐ | ||||
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. | ||||||||||||||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Spectrum Brands Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of shareholders (the “Annual Meeting”) on August 8, 2023. A total of 35,878,526 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 87.49% of the Company’s outstanding Common Stock as of June 15, 2023, 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, represented as a percentage of total votes cast for each such proposal:
Proposal 1. The Company’s stockholders elected each of the following persons as Class I and Class II directors, as applicable, 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 | 32,135,605 | 1,740,022 | 4,882 | 1,998,017 | 94.86% | |||||||||||||||||||||||||||
| Leslie L. Campbell | 33,446,247 | 429,249 | 5,013 | 1,998,017 | 98.73% | |||||||||||||||||||||||||||
| Joan Chow | 33,445,872 | 428,840 | 5,797 | 1,998,017 | 98.73% | |||||||||||||||||||||||||||
| Gautam Patel | 32,421,770 | 1,453,774 | 4,965 | 1,998,017 | 95.71% | |||||||||||||||||||||||||||
| Hugh R. Rovit | 33,127,289 | 744,892 | 8,328 | 1,998,017 | 97.80% | |||||||||||||||||||||||||||
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, 2023. The votes regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | Approval Percentage | ||||||||||||||||||||||
| 35,215,114 | 660,343 | 3,069 | — | 98.15% | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
| 32,271,597 | 1,575,311 | 33,601 | 1,998,017 | 95.25% | ||||||||||||||||||||||
Proposal 4. The Company’s stockholders approved, on an advisory basis, the frequency of a future advisory vote on executive compensation of the Company. Based on the results for this proposal, the Company has decided to hold a non-binding advisory vote every year to approve the compensation of the Company's named executive officers until the next required frequency vote. The votes regarding this proposal were as follows:
Every Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | Approval Percentage | |||||||||||||||||||||||||||
| 32,493,614 | 22,219 | 1,357,642 | 7,034 | 1,998,017 | 95.93% | |||||||||||||||||||||||||||
Proposal 5. The Company’s stockholders approved the Company’s Amended and Restated 2020 Omnibus Equity Plan The votes regarding this proposal were as follows:
For | Against | Abstain | Broker Non-Votes | Approval Percentage | ||||||||||||||||||||||
| 30,737,669 | 3,082,104 | 60,736 | 1,998,017 | 90.72% | ||||||||||||||||||||||
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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 8, 2023 | ||||||||
| SPECTRUM BRANDS HOLDINGS, INC. | ||||||||
| By: | /s/ Ehsan Zargar | |||||||
| Name: Ehsan Zargar | ||||||||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||||||||
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