Newell Brands Announces Agreement With Starboard To End Proxy Contest

Newell Brands announced that the company has entered into an agreement with Starboard Value LP to end current proxy contest.

As part of the agreement, the Board of Directors has appointed two new independent directors, Gerardo I. Lopez and Robert A. Steele, effective immediately. Additionally, the company intends to nominate Bridget Ryan Berman from Starboard’s slate, who has been mutually-agreed upon by Starboard and Carl C. Icahn, chairman of Icahn Enterprises LP (IEP), for election to the Board of Directors at the company’s 2018 Annual Meeting of Shareholders. In connection with the director appointments, Andrew Langham has agreed to step down from the Board, effective immediately and David Atchison will not stand for election.

“We are pleased to welcome Gerry and Robert to the Newell Brands Board of Directors and Bridget’s nomination to the Board as well,” said Patrick Campbell, chairman of the Board of Directors. “They each bring highly-relevant, industry experience and perspectives, and we look forward to benefiting from their insights. We also greatly appreciate Carl Icahn’s willingness to amend our agreement, and the willingness of his appointees, Messrs. Langham and Atchison, to step down. This Board will continue to take the necessary actions to enhance performance and create value for Newell Brands shareholders.”

“This agreement will enable the company to now focus exclusively on the execution of our transformation plans and our efforts to strengthen our financial and operational performance,” said Michael Polk, chief executive officer of Newell Brands. “We have listened to and agreed with our shareholders’ desire to see this campaign reach a constructive resolution. We believe the steps we’ve taken to expand our transformation plan with the support and input of Carl Icahn is the right path to significant value creation and to a simpler, stronger and faster Newell Brands. I look forward to working with our Board of Directors to execute our plan and deliver results for shareholders.”

Carl C. Icahn, chairman of Icahn Enterprises, L.P. (IEP) commented, “The company reached out to us and requested that we give up two board seats to avoid a potentially disruptive proxy fight, which could have been especially bad at this important time for the company. We spoke to Jeff Smith and determined we both have similar goals and objectives to enhance shareholder value, and we therefore agreed to give up two of our seats to avoid a damaging proxy fight. I am pleased that we were able to facilitate peace between the company and Starboard. Given that the company has so many more pressing priorities, this is clearly the best outcome for all shareholders. Newell has a great future and we look forward to working with the Board, management team and Starboard.”

Jeff Smith, chief executive officer and chief investment officer of Starboard said, “Newell is a great company with solid assets and a significant opportunity to drive operational improvements to increase earnings, cash flow and create shareholder value. Following the 2018 Annual Meeting, nine of the 12 directors will be new to the Board, and we are confident this newly-reconstituted Board will bring a refreshed sense of urgency, oversight and accountability to Newell. We are pleased to have worked constructively with Newell and Carl Icahn to resolve this election contest and look forward to seeing significantly improved results and shareholder value creation over the coming months and years.”

Steele will be appointed to the company’s Finance Committee, which will be chaired by Courtney Mather and will oversee the company’s financial matters, including divestitures contemplated by the company’s transformation plan, and make recommendations to the Board regarding such topics.

With these immediate changes, and the expected election of Ryan Berman, in addition to Judith Sprieser, at the 2018 Annual Meeting, Newell Brand’s Board will be expanded to comprise 12 highly qualified and experienced directors, 11 of whom will be independent and all of whom will be experienced leaders.

Ryan Berman and Sprieser, whom the company previously announced an intent to nominate for election, will serve as Board observers until their election at the 2018 Annual Meeting.

Pursuant to the Agreement, Starboard has agreed to withdraw the company’s slate of directors and vote all of the company’s shares in favor of the Newell Brands nominees at the 2018 Annual Meeting of Shareholders. This agreement will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

The company has also entered into an Amendment to the Director Appointment and Nomination Agreement with the Icahn Group to facilitate the Agreement with Starboard, which will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

Goldman Sachs & Co. and Deutsche Bank Securities Inc. are acting as financial advisors to Newell Brands, and Jones Day is acting as legal counsel.

Newell Brands brands include Paper Mate, Sharpie, Dymo, EXPO, Parker, Elmer’s, Coleman, Jostens, Marmot, Rawlings, Oster, Sunbeam, FoodSaver, Mr. Coffee, Rubbermaid Commercial Products, Graco, Baby Jogger, NUK, Calphalon, Rubbermaid, Contigo, First Alert, Waddington and Yankee Candle.

Newell’s Play segment overall includes Berkley, Shakespeare, Abu Garcia, Penn, Ugly Stik, Rawlings, Coleman, Contigo, Marmot, Aerobed, Camping and Sterns. The brands are all part of the Jarden Outdoor segment. Jarden Corp was acquired by Newell in 2016.