DFAN14A 1 dfan14a06297233_04112018.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

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NEWELL BRANDS INC.
(Name of Registrant as Specified in Its Charter)
STARBOARD VALUE LP STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD STARBOARD VALUE AND OPPORTUNITY S LLC STARBOARD VALUE AND OPPORTUNITY C LP STARBOARD LEADERS QUEBEC LLC STARBOARD LEADERS SELECT FUND LP STARBOARD T FUND LP STARBOARD LEADERS SELECT N MASTER FUND LP STARBOARD VALUE R LP STARBOARD VALUE R GP LLC STARBOARD LEADERS FUND LP STARBOARD LEADERS SELECT V GP LLC STARBOARD VALUE A LP STARBOARD VALUE A GP LLC STARBOARD VALUE GP LLC STARBOARD PRINCIPAL CO LP STARBOARD PRINCIPAL CO GP LLC JEFFREY C. SMITH MARK R. MITCHELL PETER A. FELD PAULINE J. BROWN GERARDO I. LOPEZ BRIDGET RYAN BERMAN ROBERT A. STEELE
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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Starboard Value LP, together with its affiliates (collectively, “Starboard”), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission to be used to solicit proxies for the election of its slate of director nominees at the 2018 annual meeting of stockholders of Newell Brands Inc., a Delaware corporation (the “Company”).

Item 1: On April 11, 2018, Starboard issued a public letter that it is mailing to the Company’s stockholders. The full text of the letter is attached hereto as Exhibit 1 and is incorporated herein by reference.

Item 2: On April 11, 2018, Starboard issued the following press release:

STARBOARD FILES DEFINITIVE PROXY MATERIALS TO ELECT FOUR HIGHLY QUALIFIED DIRECTOR NOMINEES TO THE NEWELL BOARD OF DIRECTORS AT THE UPCOMING 2018 ANNUAL MEETING

Mails Letter to Newell Shareholders

Seeking the Right Change to Benefit All Newell Shareholders

Urges Shareholders to vote the BLUE Proxy Card to Elect All Four of Starboard’s Highly-Qualified Nominees – Pauline J. Brown, Gerardo I. Lopez, Bridget Ryan Berman and Robert A. Steele

NEW YORK, NY - April 11, 2018 /PRNewswire/ -- Starboard Value LP (together with its affiliates, “Starboard”), a significant shareholder of Newell Brands Inc. (“Newell” or the “Company”) (NYSE:NWL) with beneficial ownership of approximately 3.8% of the Company’s outstanding shares, announced today that it has filed definitive proxy materials, including a BLUE proxy card, for the election of four highly-qualified director nominees at the Company’s 2018 Annual Meeting scheduled to be held on May 15, 2018 and mailed a letter to shareholders.

Starboard is urging shareholders to support real change at Newell by voting the BLUE proxy to elect its diverse slate of four experienced nominees, Pauline J. Brown, Gerardo I. Lopez, Bridget Ryan Berman and Robert A. Steele, at the 2018 Annual Meeting.

The full text of the letter Starboard is mailing to Newell shareholders can be viewed at the following link:

http://www.transformingnewell.com/content/uploads/2018/04/Starboard_Value_LP_Letter_to_NWL_Shareholders_04.11.2018.pdf

The time for real change is now – Starboard urges all shareholders to vote the BLUE proxy card today!

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

Investor contacts:

Peter Feld, (212) 201-4878

Gavin Molinelli, (212) 201-4828

www.starboardvalue.com

Okapi Partners

Bruce H. Goldfarb/Patrick McHugh

(212) 297-0720

Item 3: On April 11, 2018, Starboard launched a website to communicate with the Company’s stockholders. The website address is www.transformingnewell.com. The following materials were posted by Starboard to www.transformingnewell.com: