Newell Brands confirmed that it has received notice from Starboard Value and Opportunity Master Fund Ltd. of its intention to nominate 10 candidates to stand for election to the Newell Brands Board of Directors at the company’s 2018 Annual Meeting of Shareholders.
The company issued the following statement:
Newell Brands has a diverse, experienced Board that is committed to acting in the best interests of the company and all shareholders. Newell’s Board comprises nine highly qualified and experienced directors, eight of whom are independent and all of whom are seasoned leaders. The entire Newell Board is actively engaged and has a broad range of valuable perspectives. They bring experience in global leadership, supply chain management, finance, marketing, global brand management, product development, internet and mobile media business, consumer, retail and industrial markets, manufacturing and other areas critical to Newell Brands’ business.
The Newell Board recognizes the importance of having the right mix of skills, expertise and experience and is committed to continuously reviewing its capabilities and ongoing refreshment on behalf of shareholders. Furthermore, the Board has a process in place for regularly evaluating prospective directors.
The Newell Board and management team continue to take decisive action to deliver strong financial and operational performance and are committed to achieving Newell Brands’ transformation objectives. Since beginning its post-acquisition transformation, the company has refined its business strategy and remains on track to continue this progress through 2021, emerging with the scale, capabilities and financial profile to outgrow and outperform the competition.
Over the past two years, progress includes:
• Increased market shares and competitive core sales growth, despite a challenging retail environment
• Realized more than $550 million of cost synergies and savings
• Generated nearly $2.8 billion in operating cash flow
• Reduced gross debt by $3.4 billion since April 16, 2016
• Scaled the company’s advantaged capabilities in consumer insights, design, innovation and e-commerce to support the larger portfolio
• Optimized the portfolio through the completion of nine divestitures and four acquisitions
• Returned more than $900 million to shareholders through share repurchases and dividends
The company has taken decisive action and is executing its accelerated transformation plan to improve operational performance and enhance shareholder value. As announced on January 25, 2018, Newell Brands expects to:
• Focus the company’s portfolio into nine core divisions of leading consumer brands with approximately $11 billion in net sales and $2 billion of EBITDA, twice the size of the former Newell Rubbermaid with higher operating margins
• Deliver greater than $700 million in incremental cost savings through 2021
• Invest in innovation, design and e-commerce to further accelerate market share gains
• Explore strategic options for its industrial, commercial and smaller consumer assets, including Waddington, Process Solutions, Rubbermaid Commercial Products, Mapa, Rawlings, Goody, Rubbermaid Outdoor, Closet and Garage products and U.S. Playing Cards
• Reduce the manufacturing, warehouse and customer footprint of the company by approximately 50 percent, creating a simpler and more focused operation
• Use approximately two thirds of after-tax proceeds from potential divestitures to reduce leverage to less than 3x, with remaining proceeds and cash flow from operations to be used to return capital to shareholders, including through share repurchases and the continuation of a $0.23 per share quarterly dividend
Newell Brands regularly reviews a wide range of options regarding its businesses and is confident in the strength of its business plan and in management’s ability to execute. The company remains committed to enhancing value for all shareholders and intends to continue to take decisive actions that it believes will enable the company to achieve this objective.
Newell Brands’ shareholders are not required to take any action at this time. Newell’s Board and its Nominating/Governance Committee intend to review any validly submitted proposed director nominees in accordance with the company’s restated certificate of incorporation, by-laws and corporate governance guidelines. The Board intends to present its recommendation regarding any director nominees in Newell Brands’ definitive proxy statement and other materials, to be filed with the U.S. Securities and Exchange Commission (“SEC”) and mailed in due course.
Goldman Sachs & Co. is acting as financial advisor to Newell Brands and Jones Day is acting as legal counsel.
Newell 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.
