1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: The following table provides information about the Company’s purchases of equity securities during the three months ended March 31, 2022:
+Added: The following table provides information about the Company’s purchases of equity securities during the three months ended June 30, 2022:
Calendar Month Total Number
4 unchanged sentences
Under the Plans or Programs (1)
−Removed: January — $ — — $ 375,000,000
−Removed: February 11,151,364 25.86 10,634,184 $ 100,000,001
−Removed: March — — — $ 100,000,001
+Added: April 2,273,600 $ 22.01 2,273,600 $ 50,000,231
+Added: May 3,790 22.79 — $ 50,000,231
+Added: June 3,706 22.48 — $ 50,000,231
Total 2,281,096 $ 22.01 2,273,600
(1) On February 6, 2022, the Company's Board of Directors authorized a $375 million Share Repurchase Program (“SRP”), effective immediately through the end of 2022.
−Removed: The Company’s common shares may be purchased by the Company in the open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements.
−Removed: See Footnote 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on shares repurchased during the three months ended March 31, 2022.
−Removed: (2) Shares purchased during the three months ended March 31, 2022, includes both the number of shares purchased as part of the publicly announced SRP as well as shares acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units and were purchased by the Company based on their fair market value on the vesting date.
+Added: The Company’s common shares may be purchased by the Company in the open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements See Footnote 14 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information on shares repurchased during the three and six months ended June 30, 2022.
+Added: (2) Shares purchased during the three months ended June 30, 2022, includes both the number of shares purchased as part of the publicly announced SRP as well as shares acquired to satisfy employees’ tax withholding and payment obligations in connection with the vesting of awards of restricted stock units and were purchased by the Company based on their fair market value on the vesting date.
Exhibit Number Description of Exhibit
−Removed: 2022 Long Term Incentive Plan Terms and Conditions (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 11, 2022).
−Removed: Letter Agreement, dated February 9, 2022, between the Company and Christopher H.
−Removed: Peterson regarding Participation in the Executive Severance Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated February 11, 2022).
−Removed: Purchase Agreement dated February 21, 2022 by and between the Company and the Icahn Parties (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 22, 2022).
−Removed: Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.
−Removed: 2013 Incentive Plan (as amended February 14, 2018, and July 26, 2019) for Awards to the Chief Executive Officer.
−Removed: Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.
−Removed: 2013 Incentive Plan, as amended, for Awards to Employees (Vice President Level and above).
−Removed: 10.6*† Form of 2022 Restricted Stock Unit Award Agreement under the Newell Rubbermaid Inc.
−Removed: 2013 Incentive Plan, as amended, for Awards to Employees (Director Level).
−Removed: Form of 2022 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc.
−Removed: 2013 Incentive Plan, as amended, for Awards to the Chief Executive Officer.
−Removed: Form of 2022 Non-Qualified Stock Option Agreement under the Newell Rubbermaid Inc.
−Removed: 2013 Incentive Plan, as amended, for Awards to Employees.
+Added: 10.1* Ninth Omnibus Amendment, dated as of May 26, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 2, 2022, File No.
+Added: Newell Brands Inc.
+Added: 202 2 Incentive Plan, (incorporated by reference to Appendix B to the Company's Proxy Statement dated March 23, 2022, File No.
Amendment No.
−Removed: 2 dated December 30, 2021, to the Newell Brands Employee Savings Plan (as amended and restated effective January 1, 2018 and amended by the First Amendment effective January 1, 2019).
−Removed: Offer Letter, dated March 4, 2021, between the Company and Michal Geller.
+Added: 2, dated June 7, 2022, to the Newell Brands Supplemental Employee Savings Plan, (effective January 1, 2018, and amended by the First Amendment effective January 1, 2020).
+Added: Amendment No.
+Added: 3, dated June 7, 2022, to the Newell Brands Employee Savings Plan, (effective January 1, 2018, and most recently amended by the Second Amendment effective January 1, 2022).
+Added: 10.5* 2022 Restricted Stock Unit Award Agreement under the 2022 Incentive Plan (incorporated by reference to 10.1 of the Company’s Current Report on Form 8-K dated May 6, 2022, File No.
+Added: 10.6* 2022 Non-Qualified Stock Option Agreement under the 2022 Incentive Plan (incorporated by reference to 10.2 of the Company’s Current Report on Form 8-K dated May 6, 2022, File No.
+Added: Form of 2022 Restricted Stock Unit Award Agreement under the Newell Brands Inc.
+Added: 2022 Incentive Plan for Non-Employee Director.
31.1† Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
NEWELL BRANDS INC.
−Removed: April 29, 2022
+Added: July 29, 2022
/s/ Christopher H.
Christopher H.
−Removed: Chief Financial Officer and President, Business Operations
−Removed: April 29, 2022
+Added: President and Chief Financial Officer
+Added: July 29, 2022
/s/ Jeffrey M.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.