Spectrum Brands (SPB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 5, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Board recommends voting FOR all director nominees, FOR ratification of KPMG LLP as auditor, and FOR the say-on-pay proposal.

• Company streamlined operations, divested non-core businesses, and entered a strategic partnership with Oaktree Capital for the HPC business.

• Significant cost reductions, headcount and board size reductions, and focus on core business growth and operational efficiency.

• Forward-looking statements highlight ongoing risks from macroeconomic, geopolitical, and supply chain factors.

Voting matters and shareholder proposals

• Proposal 1: Election of six directors—Sherianne James, Leslie L. Campbell, Hugh R. Rovit, Gautam Patel, David M. Maura, and Terry L. Polistina.

• Proposal 2: Ratification of KPMG LLP as independent registered public accounting firm for fiscal 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Majority voting policy for directors; director resignation required if not elected by majority.

Board of directors and corporate governance

• Board consists of six members, majority independent, with fully declassified structure since 2024.

• Committees: Audit (all financial experts), Compensation, and NCG, all composed of independent directors.

• Lead Independent Director presides over executive sessions and acts as liaison between management and independent directors.

• Annual board and committee assessments, stockholder engagement, and director diversity policy in place.