SEC Form S-8 filed by Newell Brands Inc.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Newell Brands Inc., a Delaware Corporation (the “Company”), to register an additional 13,000,000 shares (the “Additional 2022 Shares”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”), that may be issued pursuant to the Newell Brands Inc. 2022 Incentive Plan, as amended through May 8, 2025 (the “2022 Plan”).

The Additional 2022 Shares are an incremental increase to the shares of Common Stock previously registered for issuance under the 2022 Plan pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-264694), filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2022 (the “May 2022 Registration Statement”), Registration Statement on Form S-8 (File No. 333-266416), filed with the SEC on July 29, 2022 (the “July 2022 Registration Statement”), and Registration Statement on Form S-8 (File No. 333-279499), filed with the SEC on May 17, 2024 (together with the May 2022 Registration Statement and the July 2022 Registration Statement, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as that to which each of the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statements are incorporated by reference and made part of this Registration Statement, except to the extent modified, superseded, or amended by the information set forth herein.

The following documents previously filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents.

Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document that also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Not applicable.

Not applicable.

Section 102 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of directors and officers of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except (i) in cases where the director or officer breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, (ii) in cases where the director willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit or, (iii) with respect to officers, in any action by or in the right of the Company. The Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and By-laws, as amended (the “By-laws”), each contain a provision that eliminates directors’ personal liability as set forth above.

The Certificate of Incorporation and the By-laws provide in effect that the Company shall indemnify its directors and officers to the full extent permitted by the DGCL. Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification will be made with respect to any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

Not applicable.

The exhibits filed herewith are set forth in the Exhibit Index filed as part of this registration statement hereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Atlanta, State of Georgia, on this 15th day of May, 2025.

NEWELL BRANDS INC.
(Registrant)

Each person whose signature appears below appoints Christopher H. Peterson, Mark J. Erceg or Bradford R. Turner, or any one of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any post-effective amendments to this registration statement that any of such attorneys shall deem necessary or advisable to enable the registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this registration statement, which amendments may make such changes in such registration statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the registrant made in connection with this registration statement, and each of the undersigned hereby ratifies all that any of said attorneys shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.