1 unchanged sentence
SBH’s common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “SPB”.
−Removed: Effective July 13, 2018, SBH completed the planned Spectrum Merger.
−Removed: Prior to the Spectrum Merger, SBH was a holding company, doing business as HRG, conducting its operations principally through its majority owned subsidiaries, and trading on the NYSE under the symbol “HRG”.
As of November 15, 2023, there were approximately 1,123 holders of record based upon data provided by the transfer agent for the SBH’s common stock.
3 unchanged sentences
During the years ended September 30, 2023 and 2022, SB/RH paid dividends of $305.1 million and $194.7 million, respectively, to its parent company, SBH.
−Removed: Certain restrictive covenants within the Company’s debt facilities impose limitations on payment of dividends by SB/RH’s subsidiaries to SB/RH and to SBH.
+Added: Certain restrictive covenants within the Company’s debt facilities impose limitations on payment of dividends by SB/RH’s subsidiaries to SBH.
Equity based incentive and performance compensation awards provided to employees, directors, officers and consultants were issued pursuant to the following awards plans:
2 unchanged sentences
• Spectrum Brands Holdings, Inc.
−Removed: 2020 Omnibus Equity Plan, as approved by the Spectrum stockholders.
+Added: 2020 Omnibus Equity Plan, as approved and amended by the Spectrum stockholders.
The following is a summary of the authorized and available shares per the respective plans:
6 unchanged sentences
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: On May 4, 2021, the Board of Directors approved a new share repurchase program authorizing the purchase of up to $1 billion of our common stock.
−Removed: The new share repurchase program commenced immediately and replaced the previous share repurchase program.
−Removed: The authorization is effective for 36 months.
−Removed: The share repurchase program permits shares to be repurchased in the open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options).
+Added: On June 17, 2023, the Board of Directors approved a share repurchase program authorizing the purchase of up to $1 billion of common stock (the "Maximum Amount").
+Added: The share repurchase program will be in effect from June 17, 2023 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company's Board of Directors.
+Added: The share repurchase program permits shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options).
The number of shares to be repurchased, and the timing of any repurchases, will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
−Removed: The share repurchase program may be suspended, amended or discontinued at any time.
+Added: During the year ended September 30, 2023, the Company entered into an accelerated share repurchase agreement (the "ASR Agreement") to repurchase an aggregate of $500.0 million of the Company's common stock under the Company's new share repurchase program.
+Added: Pursuant to the agreement, the Company paid $500.0 million at inception and took delivery of 5.3 million shares which represented 80% of the total shares the Company expected to receive based on the market price at the time of the initial stock transaction.
+Added: Upon settlement of the ASR agreement, the final number of shares to be delivered will be determined with reference to the volume weighted average price per share of our common stock over the term of the agreement, less a negotiated discount.
+Added: The final settlement of the transaction under the agreement is expected to occur no later than December 20, 2023.
The following summarizes the activity of common stock repurchases under the program in the fourth quarter of the year ended September 30, 2023:
4 unchanged sentences
Yet Be Purchased
−Removed: As of July 4, 2022 2,239,367 $ 95.72 2,239,367 $ 785,647,294
July 3, 2023 to July 30, 2023 — $ — — $ 500,000,000
−Removed: August 1, 2022 to August 28, 2022 — — — 785,647,294
+Added: July 31, 2023 to August 27, 2023 34,107 82.81 34,107 497,175,050
August 28, 2023 to September 30, 2023 391,287 81.50 391,287 465,286,924
2 unchanged sentences
Recent Sales of Unregistered Securities
−Removed: Table of Conten t s
Stock Performance Graph
−Removed: The following graph compares the cumulative total stockholder return on our Common Stock to the cumulative total return of the Russell 1000 Financial Index and Spectrum Peer Group selected in good faith, which is composed of the following companies ( alphabetical order ):
+Added: The following graph compares the cumulative total stockholder return on our Common Stock to the cumulative total return of the Russell 1000 Financial Index, the S&P 500 Household Products Index, and the Spectrum Peer Group selected in good faith, which is composed of the following companies ( alphabetical order ):
Allegion PLC, Central Garden and Pet Company, Church & Dwight Co., Inc., Edgewell Personal Care Company, Energizer Holdings, Inc., Fortune Brands Home & Security, Inc., Hamilton Beach Brands Holding Company, Helen of Troy Limited, Newell Brands, Inc., Nu Skin Enterprises, Inc., Stanley Black & Decker, Inc., The Clorox Company, and The Scotts Miracle-Gro Company.
3 unchanged sentences
The stockholder return shown on the graph below is not necessarily indicative of future performance and will not make or endorse any predictions as to future stockholder returns.
−Removed: Table of Conten t s
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.