Newell Brands (NWL) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, with voting on director elections, auditor appointment, executive compensation, and a new incentive plan.

• Proxy materials available online, with multiple voting methods including mail, phone, and internet.

• Only shareholders of record as of March 12, 2026, are eligible to vote; quorum requires a majority of outstanding shares.

• Board recommends voting FOR all proposals, including the new 2026 Incentive Plan.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, approve PricewaterhouseCoopers LLP as auditor, approve a say-on-pay resolution, and adopt the 2026 Incentive Plan.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by specified deadlines and in compliance with SEC and company by-laws.

• Proxy access allows qualifying shareholders to nominate directors in company proxy materials.

Board of directors and corporate governance

• Board consists of eight nominees, with a majority independent and an independent non-executive chairperson.

• Directors bring diverse skills in executive leadership, finance, global business, CPG, M&A, risk management, and innovation.

• Annual board, committee, and individual director evaluations are conducted, including third-party assessments.

• No supermajority provisions, no poison pill, and annual director elections; stockholder rights include proxy access, written consent, and special meeting calls.