Spectrum Brands (SPB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 6, 2024, to vote on director elections, auditor ratification, and executive compensation approval.

• Strategic focus on becoming a pure play Global Pet Care (GPC) and Home & Garden (H&G) company, with the spin-off of the Home and Personal Care (HPC) business underway.

• Significant divestitures completed, including the sale of the HHI business for $4.3 billion in June 2023.

• Substantial debt reduction and share repurchases following divestitures, with $3.0 billion of debt paid off and 32% of shares repurchased since the HHI sale.

• Enhanced ESG initiatives, including sustainability reporting, diversity, and human rights policies.

Voting matters and shareholder proposals

• Proposal 1: Election of seven director nominees for one-year terms, completing the Board's declassification.

• Proposal 2: Ratification of KPMG LLP as independent auditor for fiscal 2024.

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; Board will be fully declassified after this meeting.

• Board Diversity Policy aims for at least 30% female representation; currently at 29%.

• Majority voting and director resignation policy in place.

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

• All Board committees (Audit, Compensation, NCG) are composed entirely of independent directors.