Spectrum Brands (SPB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 5, 2025, to elect directors, ratify KPMG as auditor, and hold an advisory vote on executive compensation.

• Board recommends voting FOR all director nominees and FOR Proposals 2 and 3.

• Shareholders can vote by mail, phone, internet, or in person; record date is June 17, 2025.

• Company has streamlined operations, focusing on Global Pet Care and Home & Garden, with further divestitures planned.

• Forward-looking statements highlight ongoing strategic transformation and risk factors.

Voting matters and shareholder proposals

• Proposal 1: Elect seven director nominees for one-year terms.

• Proposal 2: Ratify KPMG LLP as independent auditor for fiscal 2025.

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

• Board recommends FOR all proposals; majority voting policy applies to director elections.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent.

• Board declassified as of 2024; all directors now stand for annual election.

• Committees: Audit, Compensation, and NCG, all composed entirely of independent directors.

• Board diversity: 57% female, 71% racially/nationally diverse; robust skills matrix.

• Lead Independent Director presides over executive sessions and acts as liaison.