UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

JARDEN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule

    0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

Notice of Annual Meeting of Stockholders

To Be Held On June 12, 20144, 2015

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Meeting”) of Jarden Corporation (the “Company”), which will be held on Thursday, June 12, 20144, 2015 at 10:00 a.m., local time, at the Hotel Sofitel, 5800 Blue Lagoon Drive, Miami, Florida 33126, for the following purposes:

Stockholders of record at the close of business on April 21, 20148, 2015 shall be entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof.

Stockholders are cordially invited to attend the Meeting. Your vote is important. Please submit a proxy as soon as possible so that your shares can be voted at the Meeting. Submitting the enclosed form of proxy will appoint Martin E. Franklin and Ian G.H. Ashken as your proxies. You may submit your proxy by mail, Internet or telephone. You may revoke your proxy and vote in person if you decide to attend the Meeting. For instructions, please refer to page 2 of the Proxy Statement or the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 12, 2014:4, 2015:This Proxy Statement, along with our 20142015 Annual Report to Stockholders, are available at www.envisionreports.com/jah.

April     , 20142015

JARDEN CORPORATION

1800 North Military Trail

Boca Raton, Florida 33431

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

June 12, 20144, 2015

INTRODUCTION

PROXY SOLICITATION AND GENERAL INFORMATION

This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and the enclosed form of proxy (the “Proxy Card”) are being furnished to the holders (the “Stockholders”) of common stock, par value $0.01 per share (the “Common Stock”), of Jarden Corporation, a Delaware corporation (the “Company,” “we,”“we” or “us”), in connection with the solicitation of proxies by the Board of Directors (the “Board” or “Board of Directors”) of the Company for use at the 20142015 Annual Meeting of Stockholders of the Company to be held on Thursday, June 12, 20144, 2015 at the Hotel Sofitel, 5800 Blue Lagoon Drive, Miami, Florida 33126 at 10:00 a.m., local time, and at any adjournment or postponement thereof (the “Meeting”). These proxy materials are being distributed and/or made available to Stockholders on or about April     , 2014.2015.

At the Meeting, Stockholders will be asked:

The Board of Directors has fixed the close of business on April 21, 20148, 2015 as the record date for the determination of Stockholders entitled to notice of and to vote at the Meeting. Each Stockholder will be entitled to one vote for each share of Common Stock held as of the record date on all matters to come before the Meeting and may vote in person, via Internet or telephone or by proxy authorized in writing.

Internet Availability of Proxy Materials

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide Stockholders access to its proxy materials over the Internet. Accordingly, the Company has sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain Stockholders. The Notice includes instructions on how to access the proxy materials over the Internet, how to request a printed copy of these materials, and how to vote the shares. In addition, by following the instructions in the Notice,

Stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. By furnishing the Notice and providing access to the proxy materials through the Internet, the Company is lowering the costs and reducing the environmental impact of the Meeting.

Proxies and Voting

Shares of Common Stock represented by properly executed proxies received by the Company and not revoked will be voted at the Meeting in accordance with the instructions contained therein. When voting to elect directors (Proposal 1), you may vote for all nominees, vote for only some of the nominees, or withhold authority to vote for all or some of the nominees. When voting on the proposals (i) to approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify our Boardincrease the number of Directorsshares of authorized Common Stock (Proposal 2); (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20142015 (Proposal 3); and (iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 4), you may voteFOR the proposal,AGAINST the proposal, orABSTAIN from voting.

If the Proxy Card is signed and returned without instructions, the shares will be votedFOR the election of each nominee for director named herein (Proposal 1);FOR the approval of an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify our Boardincrease the number of Directorsshares of authorized Common Stock (Proposal 2);FORthe ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20142015 (Proposal 3); andFOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 4).

Voting

Stockholders are requested to complete, sign, date and promptly return the Proxy Card in the enclosed envelope (if you received these materials by mail) or to vote by Internet or telephone by following the instructions on the Proxy Card or the Notice.

Most beneficial owners whose stock is held in street name do not receive the Proxy Card. Instead, they receive voting instruction forms from their bank, broker or other agent. Beneficial owners may also be able to vote by telephone or the Internet to the extent permitted by their bank, broker or other agent. Beneficial owners should follow the instructions on the voter instruction form or proxy ballot they receive from their bank, broker or other agent.

The method of voting used will not limit a Stockholder’s right to attend the Meeting.

Revocation of Proxy

A Stockholder who so desires may revoke itssuch Stockholder’s proxy at any time before it is voted at the Meeting by: (i) delivering written notice to the Company (attention: Secretary); (ii) timely delivery of a valid, later-dated proxy by Internet,mail, or a later-dated vote by telephone or mail;on the Internet, in a timely manner; or (iii) casting a ballot at the Meeting. Attendance at the Meeting will not in and of itself constitute a revocation of a proxy. Beneficial owners who hold their Common Stock in street name cannot revoke their proxies in person at the Meeting because the Stockholders of record who have the right to cast the votes will not be present. If they wish to change their votes after returning voting instructions, beneficial owners should contact their bank, broker or other agent before the Meeting to determine whether they can do so.

Voting on Other Matters

If other matters are properly presented at the Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. As of the date of this Proxy Statement, we do not know of any other matters to be raised at the Meeting.

2

Record Date; Shares Outstanding and Entitled to Vote

Only Stockholders as of the close of business on April 21, 20148, 2015 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. As of the Record Date, there were             shares of Common Stock issued and outstanding and entitled to vote, with each share entitled to one vote.

2

On March 18, 2013,November 24, 2014, the Company effected a 3-for-2 stock split for Stockholders of record on February 25, 2013.November 3, 2014. All share amounts and prices per share reported in this Proxy Statement are reported on a post-stock split basis, unless otherwise indicated.

Quorum; Required Votes

The presence at the Meeting, in person or by duly authorized proxy, of the holders of a majority of the shares of Common Stock issued, outstanding and entitled to vote at the Meeting, shall constitute a quorum for the Meeting.

Abstentions are counted as present and entitled to vote for purposes of determining whether a quorum exists. “Broker non-votes” are counted as present for purposes of determining whether a quorum exists. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Under New York Stock Exchange (“NYSE”) rules, such nominees have discretion to vote absent instructions with respect to certain “routine” matters, such as the ratification of independent auditors, but not with respect to matters that are considered “non-routine,” such as, the election of directors, approval of an amendment to our Restated Certificate of Incorporation, as amended, and approval, on an advisory basis, of the compensation of the Company’s named executive officers. Accordingly, if you are a beneficial holder of our Common Stock and your broker holds your shares in its name, the broker is permitted to vote your shares on Proposal 3 even if the broker does not receive voting instructions from you. However, without voting instructions from you, your broker will not be able to vote your shares on Proposals 1, 2 and 4.

The affirmative vote of a plurality of the votes present in person or represented by proxy and entitled to vote is necessary for the election of directors (Proposal 1). The affirmative vote of at least three-fourthsthe majority of the voting power of all outstanding shares of Common Stock entitled to vote is required to approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify our Boardincrease the number of Directorsshares of authorized Common Stock (Proposal 2). The affirmative vote of a majority of the votes in person or represented by proxy and entitled to vote is necessary for (i) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20142015 (Proposal 3); and (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 4).

Since the affirmative vote of a plurality of votes present in person or represented by proxy and entitled to vote is required for the election of directors (Proposal 1), abstentions and “broker non-votes” will have no effect on the outcome of such election. Since the affirmative vote of at least three-fourthsthe majority of the voting power of all outstanding shares of Common Stock entitled to vote is required to approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify our Boardincrease the number of Directorsshares of authorized Common Stock (Proposal 2), abstentions and “broker non-votes” will have the same effect as a negative vote. Since the affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote is necessary for (i) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20142015 (Proposal 3); and (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 4), abstentions will have the same effect as a negative vote, but “broker non-votes” will have no effect on the vote.

Votes at the Meeting will be tabulated by an inspector of elections appointed by the Company or the Company’s transfer agent.

3

Proxy Solicitation

This solicitation is being made by the Company. All expenses incurred by the Company in connection with this solicitation will be borne by the Company. Directors, officers and employees of the Company also may

3

solicit proxies from Stockholders by mail, telephone, telegram, electronic transmission, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for out-of-pocket expenses in connection with such solicitation. We have retained the proxy solicitation firm of Alliance Advisors, LLC to assist us in the distribution and solicitation of proxies, and we intend to pay a fee of approximately $22,500, plus reasonable expenses, for these services. In accordance with the regulations of the SEC and the NYSE, we also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable expenses incurred in sending proxies and proxy materials to beneficial owners of our Common Stock as of the Record Date.

List of Stockholders

In accordance with the Delaware General Corporation Law (the “DGCL”), a list of Stockholders entitled to vote at the Meeting will be available at the Meeting and for ten days prior to the Meeting, for any purpose germane to the Meeting, between the hours of 10:00 a.m. and 5:00 p.m., local time, at our offices located at 1800 North Military Trail, Boca Raton, Florida 33431.

Voting Confidentiality

Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed except as required by law.

No Appraisal Rights

Stockholders will have no rights of appraisal under the DGCL in connection with the proposals to be considered at the Meeting.

IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE STOCKHOLDERS’ INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD OR VOTE BY INTERNET OR TELEPHONE TO ENSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE PRESENT AT THE MEETING AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. PLEASE RETURN YOUR EXECUTED PROXY CARD PROMPTLY.

4

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our Common Stock as of March 27, 201423, 2015 by (i) each person or entity known to us owning beneficially 5% or more of our Common Stock (the holdings of certain unrelated entities listed below are generally based on shareholdings disclosed in their public filings), (ii) each of our current directors and nominees for the Board of Directors, (iii) each of our Named Executive Officers (as defined herein) set forth below in the Summary Compensation Table, and (iv) all current directors and executive officers as a group. Unless otherwise noted, shares are owned directly or indirectly with sole voting and investment power. Unless otherwise indicated, the address of each person named in the table below is c/o Jarden Corporation, 1800 North Military Trail, Boca Raton, Florida 33431.

* Less than 1%

5

6

INFORMATION REGARDING

BOARD OF DIRECTORS AND COMMITTEES

Statement on Corporate Governance

The Company maintains formal corporate governance standards. The Company has reviewed internally and with the Board of Directors the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the rules of the SEC and the NYSE’s corporate governance listing standards regarding corporate governance policies and processes and is in compliance with such rules and listing standards. The Company has adopted charters for its Audit Committee, Compensation Committee and Nominating and Policies Committee and implemented a Governance Principles and Code of Conduct Policy, Business Conduct and Ethics Policy and Insider Trading Policy. You can access all of these documents on the “For Investors—Governance” page of the Company’s website,www.jarden.com,or by writing to us at Jarden Corporation, 1800 North Military Trail, Boca Raton, Florida 33431, Attention: Secretary.

In accordance with the NYSE corporate governance listing standards, our Governance Principles and Code of Conduct Policy requires the Board of Directors to designate a non-executive lead director (the “Lead Independent Director”) to preside over non-executive sessions and perform any duties more appropriately performed by an independent director which would otherwise be performed by the Chairman of the Board of Directors. Michael S. Gross has been designated as the Lead Independent Director. The Company’s non-management directors meet at least once per year in a non-executive session without management at which Mr. Gross presides. Stockholders and other interested parties may communicate with the Company’s Lead Independent Director or the other directors as a group either by writing to Michael S. Gross, c/o Jarden Corporation, 1800 North Military Trail, Boca Raton, Florida 33431 or by sending an e-mail to BOD@jarden.com. Correspondence received will be forwarded to Mr. Gross promptly. The Board of Directors has directed that certain items that are unrelated to the duties and responsibilities of the Board of Directors should be excluded, such as:

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any outside director upon request.

Independence of Directors

Our Governance Principles and Code of Conduct Policy requires that a majority of our directors satisfy the independence requirements of the SEC and the NYSE. The NYSE rules require the Board to evaluate the independence of its directors at least annually. In general, “independent” means that the director shall have no material relationship with the Company or any member of the senior management of the Company. In performing their duties, directors must hold themselves free of any interest, influence or relationship with respect to any activity which could impair their judgment or objectivity in the course of their service to the Company. The policy establishes a retirement age of 70 for independent directors. It also urges independent directors with more than one year of service to own at least 1,000 shares of Common Stock of the Company. Based on the

7

aforementioned standards, the Board of Directors has determined that each of the following non-employee directors is independent in accordance with the guidelines of the NYSE:

For Mr. Heckmann and Ms. L’Esperance, the Board considered, among other things, their past and present employment (as described in their biographies provided under “Proposal 1—Election of Directors”) and any direct or indirect business affiliations or relationships between their past or present employers, or affiliates of their employers, and the Company in evaluating their independence. In addition, based on such standards described above, the Board of Directors has determined that: (a) Martin E. Franklin is not independent because he is the Executive Chairman of the Company; (b) Ian G.H. Ashken is not independent because he is the Vice Chairman President and Chief Financial Officer (“CFO”)President of the Company; and (c) James E. Lillie is not independent because he is the Chief Executive Officer (“CEO”) of the Company.

In addition to the foregoing, our Governance Principles and Code of Conduct Policy also provides for:

During 2013,2014, the Board of Directors held nine meetings. The Board of Directors has standing Compensation, Nominating and Policies, and Audit Committees. During 2013,2014, each director attended 75% or more of the aggregate number of meetings of the Board of Directors and the Committees of the Board of Directors on which he served, and which were held during his period of service. The Compensation and Nominating and Policies Committees do not meet on a regular basis, but only as circumstances require. In accordance with our Governance Principles and Code of Conduct Policy, the Board of Directors met at least once in 20132014 to review executive succession planning. For more details of our succession planning guidelines, please see our Governance Principles and Code of Conduct Policy on the “For Investors—Governance” page of the Company’s website,www.jarden.com. The Company does not have a formal policy as to Board of Directors attendance at our annual meetings of Stockholders. ThreeTwo of our directors attended our last annual meeting of Stockholders.

Board Leadership Structure

In 2010, as part of our review of our corporate governance, the Board re-evaluated the Company’s leadership structure to ensure that it remains optimal for the Company and its Stockholders. The Board determined that separating the roles of Chairman and CEO: (i) permits more effective assessment of the CEO’s performance; (ii) provides a more effective means for the Board to express its views on our management; and (iii) enables the Chairman to focus more on our corporate governance, strategy and serving stockholders’ interests, while allowing the CEO to focus more directly on managing the Company’s day-to-day operations. The Board believes this leadership structure fosters effective governance and oversight of our Company by the Board. In June 2011, Martin E. Franklin, formerly our Chairman and CEO, became our Executive Chairman, and James E. Lillie, formerly our President and Chief Operating Officer, became our CEO. In March 2014, Ian G.H. Ashken assumed the additional role of President.

8

Board Role in Risk Oversight

Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its committees, provides risk oversight. In its risk oversight role, the Board of Directors must satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed, including assessing major risk factors relating to the Company and its performance and reviewing measures to address and mitigate risks. While the full Board of Directors is charged with overseeing risk management, various committees of the Board of Directors and members of management also have responsibilities with respect to our risk oversight. In particular, the Audit Committee plays a large role in monitoring and assessing our financial, legal, and operational risks and receives regular reports from senior management who handle different risks in the business regarding comprehensive organizational risk, as well as particular areas of concern. Additionally, the Compensation Committee monitors and assesses the various risks associated with compensation policies and oversees incentives that encourage a level of risk-taking consistent with our overall strategy.

Compensation Committee

The Compensation Committee reviews recommendations for executive compensation, including incentive compensation and stock incentive plans and makes recommendations to the Board of Directors concerning levels of executive compensation and adoption of incentive and stock plans. Pursuant to its charter, the Compensation Committee’s authority generally includes the authority to do each of the following:

The Compensation Committee has the authority to retain such compensation consultants, outside counsel and other advisors as the Compensation Committee may deem appropriate in its sole discretion. Under the terms of the Compensation Committee charter, the Company is required to provide appropriate funding, as determined by the Compensation Committee, for the payment of reasonable compensation to any such consultant, legal counsel or other adviser retained by the Compensation Committee. Further, the Compensation Committee may select a compensation consultant, independent legal counsel or other adviser, if any, only after taking into consideration all factors relevant to that person’s independence from management.

9

The Compensation Committee consists of Messrs. Heckman (Chairman), Gross and Simon. All of the members of the Compensation Committee meet the independence standards contained in the NYSE corporate governance rules governing compensation committees. The Compensation Committee met three times during 2013.2014.

Nominating and Policies Committee

The purpose of the Nominating and Policies Committee is to identify, evaluate and nominate qualified candidates for election to the Board of Directors. The Nominating and Policies Committee considers all qualified candidates identified by members of the committee, by other members of the Board of Directors and by senior management. The Nominating and Policies Committee will also consider nominees recommended by Stockholders. The names, resumes and biographical information of such nominees should be forwarded to the Secretary, Jarden Corporation, 1800 North Military Trail, Boca Raton, Florida 33431, who will submit them to the Nominating and Policies Committee for its consideration. See the section titled “Other Matters – Proposals by Stockholders” for more information on Stockholder nominations of candidates for election to the Board of Directors.

The Nominating and Policies Committee is also responsible for (i) developing and recommending to the Board of Directors a set of corporate governance principles, (ii) periodically reviewing and reassessing the adequacy of those principles, (iii) recommending any proposed changes to the Board of Directors for approval and (iv) advising the Board of Directors on corporate governance matters as they arise.

The Nominating and Policies Committee evaluates all candidates for director, regardless of the person or firm recommending such candidate, on the basis of the length and quality of their business experience, the applicability of such candidate’s experience to the Company and its business, the skills and perspectives such candidate would bring to the Board of Directors and the personality or “fit” of such candidate with existing members of the Board of Directors and management. The Nominating and Policies Committee follows a diversity policy adopted by our Board, which is set forth in our Governance Principles and Code of Conduct Policy. Our diversity policy recognizes that diversity of viewpoints, backgrounds, skills and experience is important to the functioning of the Board. Accordingly, in evaluating candidates for director, the Nominating and Policies Committee includes women and minority candidates in the pool from which Board nominees are chosen and includes candidates from both non-executive corporate positions and non-traditional environments, such as government, academia, and non-profit organizations, in director searches.

The Nominating and Policies Committee reviews periodically the composition of the Board to ensure it reflects the knowledge, experience, skills and diversity required to fulfill its duties. In connection with that review, in 2014, the Nominating and Policies Committee nominated, and the Board appointed, Ms. Ros L’Esperance as a director to fill a vacancy on the Board. The Nominating and Policies Committee determined that Ms. L’Esperance’s experience, professional insights and unique personal perspective will enhance the diversity of viewpoints, backgrounds, skills and experience on the Board.

All members of the Board of Directors should possess the following minimum qualifications as determined by the Nominating and Policies Committee: fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility; have a genuine interest in the Company; be committed to enhancing stockholder value; and have the ability and willingness to spend the time required to function effectively as a director of the Company.

The Nominating and Policies Committee may engage third-party search firms from time to time to assist it in identifying and evaluating nominees for director.

Based on its assessment of each candidate’s independence, skills and qualifications and the criteria described above, the Nominating and Policies Committee will make recommendations regarding potential director candidates to the Board of Directors.

10

The Nominating and Policies Committee consists of Messrs. Grant (Chairman), Lauder and Wood. All of the members of the Nominating and Policies Committee meet the independence standards contained in the NYSE corporate governance rules. The Nominating and Policies Committee formally met twiceonce during 2013.2014.

Audit Committee

During 2013,2014, the Audit Committee consisted of Messrs. Wood (Chairman), Grant and Heckmann. Each of the current members of the Audit Committee satisfies the definition of independent director as established in the NYSE corporate governance rules governing audit committees. In accordance with Section 407 of the Sarbanes-Oxley Act, the Board of Directors determined that each of Messrs. Heckmann and Wood to be a “Financial Expert,” as defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC. The duties of the Audit Committee are to: (a) recommend the appointment by the Board of Directors of the registered public accounting firm who shall conduct the annual audit of the Company; (b) assist the Board of Directors in fulfilling its fiduciary responsibilities relating to corporate accounting and reporting practices through review of accounting principles, policies, and changes thereto, financial statements, and general financial disclosure procedures; (c) maintain, through periodic meetings, a direct line of communication with the independent accountants to provide for exchanges of views and information; and (d) review management’s evaluation of the adequacy of the Company’s internal control structure and the extent to which major recommendations made by the independent accountants have been implemented. The number of meetings held during the year is set forth in the “Report of the Audit Committee” included in this Proxy Statement. The Audit Committee is governed by a written Audit Committee Charter previously approved by the Board of Directors, which may be amended from time to time. The Audit Committee Charter is reviewed and reassessed by the Audit Committee and approved by the Board of Directors as needed but at least annually.

Section 301 of the Sarbanes-Oxley Act requires the Audit Committee to establish procedures for the receipt, retention and treatment of complaints received by the Company from its employees regarding perceived questionable accounting or auditing matters. The Company uses an independent third party to provide an 800 number for the receipt, recording and transcription of any complaints received.

Report of the Audit Committee

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal accounting control. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 20132014 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee has met and reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards, including Statement on Auditing Standards No. 61 (as amended by Statement on Auditing Standards No. 90 and further amended by Statement on Auditing Standards No. 114), and the assessment of the Company’s internal control over financial reporting. In addition, the Audit Committee has discussed with the independent registered public accounting firm the auditors’ independence from management and the Company, including the matters in the written disclosures required by the Public Company Accounting Oversight Board Rule 3526, Communications with Audit Committees Concerning Independence, which became effective on September 30, 2008 and supersedes Independence Standards Board No. 1. The Audit Committee also has considered whether the independent registered public accounting firm’s provisions of non-audit services to the Company is compatible with the auditors’ independence.

11

The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, and the overall quality of the Company’s financial reporting processes, the evaluation of the Company’s internal accounting controls, and the overall quality of the Company’s financial reporting. The Audit Committee held five meetings during 2013.2014.

In reliance on the reviews and discussions referred to above, the Audit Committee reviewed and, together with the other members of the Board of Directors, approved for filing with the SEC the Annual Report on Form 10-K for the year ended December 31, 2013,2014, which included the Company’s audited financial statements for such year. The Audit Committee approved and the Board of Directors has also ratified and recommended the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2014.2015.

Respectfully submitted.

Robert L. Wood (Chairman)

William J. Grant

Richard J. Heckmann

The Report of the Audit Committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Report of the Audit Committee by reference therein.

Compensation of Directors

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties on our Board and Board committees, as well as the skill-level required by the Company of members of the Board and the need to continue to attract highly-qualified candidates to serve on our Board. Director compensation arrangements are reviewed annually to maintain such standards.

Director Summary Compensation Table

The following table summarizes the compensation paid to our non-employee directors for the fiscal year ended December 31, 2013:2014:

Director Compensation (1)

12

12

Discussion of Director Compensation

Directors who are also employees of the Company receive no additional compensation for their service on the Board or on any Board committee.

Cash Compensation

In 2013,2014, each non-employee director received a flat retainer of $60,000$65,000 per year, payable quarterly. In 2013,2014, the chairman of each of the Audit and Compensation Committees received an additional $12,500.$15,000. In 2013,2014, the chairman of the Nominating and Policies Committee and the Lead Independent Director received an additional $7,500.$10,000. In 2013,2014, each member of any Board committee, who is not also the chairman, received an additional $2,000$2,500 per year.

Stock Awards

Non-employee directors of the Company are also eligible to receive stock option grants and restricted stock awards under the Company’s 2013 Stock Incentive Plan. On June 10, 2013,12, 2014, each of the then currentthen-current non-employee directors of the Company was awarded 5,2503,462 shares of restricted stock (before giving effect to the Company’s 3-for-2 stock split effected on November 24, 2014, which would equate to 5,193 shares on a post-stock split basis) under the 2013 Stock Incentive Plan. The restrictions on these restricted stock awards lapse on June 12, 2014.4, 2015.

In total, during the fiscal year ended December 31, 2013,2014, there were 31,50024,234 shares of restricted stock (before giving effect to the Company’s 3-for-2 stock split effected on November 24, 2014, which would equate to 36,351 shares on a post-stock split basis) awarded to non-employee directors serving on the Board during 2013,2014, all of which were awarded pursuant to the 2013 Stock Incentive Plan.

13

Stock Ownership Guidelines

All of our directors are expected to have a personal investment in the Company through their ownership of our shares. As a guideline, each person who has been a director for at least one year is urged to own at least 1,000 shares of our Common Stock. All of our directors currently meet our director stock ownership guidelines.

Indemnification

We indemnify our directors and elected officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to the Company. Our Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and SecondThird Amended and Restated Bylaws (the “Bylaws”), provide that we will indemnify any of our directors and officers against any and all costs, expenses or liabilities incurred by them by reason of having been a director or officer.

Involvement in Certain Legal Proceedings

To the knowledge of the Company, no director, executive officer, or person nominated to become a director or executive officer has within the last ten years: (i) had a bankruptcy petition filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for, any business or property of such person or entity with respect to which such person was a general partner or executive officer either at the time of the bankruptcy filing or within two years prior to that time; (ii) been convicted in a criminal proceeding or currently named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting his or her involvement in the following activities: (a) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (b) engaging in any type of business practice; or (c) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (iv) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described above under (iii)(a), or to be associated with persons engaged in any such activity; (v) been found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been subsequently reversed, suspended or vacated; (vi) was the subject of, or party to, any federal or state judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (a) any federal or state securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (vii) was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

The Company is not aware of any material proceedings to which any director, executive officer or affiliate of the Company, any owner of record or beneficial owner of more than 5% of any class of the Company’s voting securities, or any associate of any such director, executive officer or affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

14

PROPOSAL 1

ELECTION OF DIRECTORS

The Certificate of Incorporation provides that the maximum number of directors shall be ten and the minimum number shall be two. TheHistorically, the Board of Directors of the Company iswas divided into three classes of directors having staggered three-year terms of office. At the 2014 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to phase out the classification of the Company’s Board of Directors as of the 2017 annual meeting of stockholders. At that time, all directors will be elected annually to one-year terms expiring at the next annual meeting, or until their successors are elected and qualified. Until that time, directors in each of the three classes (including those nominated for reelection at this year’s Annual Meeting) will serve until all of the Company’s directors are up for annual reelection in 2017. The Bylaws of the Company provides that the number of members constituting the entire Board of Directors is ten. Currently, there are ten individuals serving as members of the Board of Directors. The proxies solicited hereby cannot be voted for a greater number of persons than the number of nominees named herein, of which there are threefour only. At each annual meeting of Stockholders, the successor of each director whose term expires at that annual meeting is elected to hold office for a term expiring at the annual meeting of Stockholders held in the third year following the year of his or her election, or until his or her successor has been elected and qualified in accordance with the Certificate of Incorporation and Bylaws. If Proposal 2 is approved, our Board of Directors will no longer be classified after the expiration of the terms of office of the Class III directors nominated for re-election at this Meeting, and beginning in 2016 all nominees will serve for a one-year term, rather than a three-year term, as further set forth in Proposal 2. Pursuant to the Certificate of Incorporation, in general, any vacancies on our Board of Directors resulting from death, retirement, resignation, disqualification, removal or other cause may be filled by an affirmative vote of a majority of the remaining directors then in office.

The terms of office of the Class III directors, consisting of Richard J. Heckmann, William J. Grant and Irwin D. Simon expire at this Meeting and each of Messrs. Heckmann, Grant and Simon is nominated for re-election. The terms of office of the Class I directors, consisting of Martin E. Franklin, James E. Lillie, Michael S. Gross and Ros L’Esperance, expire at the 2015 annual meeting.this Meeting and each of Messrs. Franklin, Lillie and Gross and Ms. L’Esperance is nominated for re-election. The terms of office of the Class II directors, consisting of Ian G.H. Ashken, William P. Lauder and Robert L. Wood, expire at the 2016 annual meeting. The terms of the Class III directors, consisting of Richard J. Heckmann, William J. Grant and Irwin D. Simon expire at the 2017 annual meeting. There are no family relationships among any of the directors or executive officers of the Company.

Unless otherwise specified, each proxy received will be voted for the election as directors of Messrs. Heckmann, GrantFranklin, Lillie and SimonGross and Ms. L’Esperance to serve until the 2017 annual meeting or until their successors shall have been duly elected and qualified. Each of these three nominees has consented to being named a nominee in this Proxy Statement and to serve as a director if elected. In December 2013, Mr. Heckmann reached the Board’s specified retirement age for directors and submitted his resignation to the Board. After consideration and discussion, the Nominating and Policies Committee recommended, and the Board requested, that Mr. Heckmann remain on the Board for one year in order to complete the strategic review of the Company’s long-term incentive compensation programs commenced in 2013 and directed by Mr. Heckmann as chair of the Compensation Committee. Mr. Heckmann has agreed to stand for re-election and, if re-elected, remain on the Board to complete that project, which is expected to be completed within one year. The Board does not currently anticipate making additional exceptions to the Board’s policy on retirement age. Should any nominee become unable or unwilling to accept a nomination or election, the persons named in the enclosed proxy will vote for the election of a nominee designated by the Board of Directors or will vote for such lesser number of directors as may be prescribed by the Board of Directors in accordance with the Bylaws of the Company. At present, it is anticipated that each nominee will be a candidate.

When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Nominating and Policies Committee and the Board of Directors focused primarily on the information discussed in each of the director’s individual biographies set forth below, which contains information regarding the person’s service as a director, business experience and director positions held currently or at any time during the last five years. The Nominating and Policies Committee conducted performance evaluations on the members of our Board of Directors serving during fiscal 20132014 and reported the results to the Board of Directors. The Nominating and Policies Committee and Board of Directors determined that each of Messrs. Heckmann, SimonFranklin, Lillie and GrantGross and Ms. L’Esperance was an effective and committed member of the Board of Directors and, therefore, that such directors up for re-election should be proposed for re-election. When evaluating Mr. Gross, the Nominating and Policies Committee and Board of Directors examined and considered whether Mr. Gross served on too many public company boards. In Mr. Gross’s case, he serves on the boards of two related investment funds which, although they are legally structured as two separate companies, have entirely overlapping boards, hold concurrent and joint meetings and share officer slates. The Nominating and Policies Committee and Board of Directors do not believe that those board positions held by Mr. Gross represent the commitment of additional time and attention that would typically be associated with two separate companies and should not be considered as two separate companies for the purpose of determining

15

whether Mr. Gross serves on too many public company boards. Accordingly, the Nominating and Policies Committee and Board of Directors believe that Mr. Gross is not “overboarded,” that he has adequate time to dedicate to the Board, that he effectively fulfills his responsibilities as a member of the Board, and that he brings a viewpoint, background, skills and experience which are valuable to the functioning of the Board.

Messrs. Heckmann and Grant have informed the Board of Directors that because Mr. Heckmann has reached the Board’s mandatory retirement age and Mr. Grant will have reached the Board’s mandatory retirement age as of the date of the Annual Meeting, each of them intends to retire from the Board of Directors after the Annual Meeting. Upon the expected retirement of each of Messrs. Heckmann and Grant, the Board of Directors, pursuant to the authority granted to the Board in the Company’s Certificate of Incorporation, has the authority to fill such a vacancy. The Nominating and Policies Committee is in the process of vetting candidates to fill the vacancies expected to result from the retirements of Messrs. Heckmann and Grant; however, no nominees have been named at the current time.

16

The following persons have been nominated as Class IIII directors:

17

The Board of Directors unanimously recommends that Stockholders vote “FOR” each of the persons nominated by the Board of Directors to serve as Class IIII Directors.

16

The terms of the following Class I directors expire at the 2015 annual meeting:

17

18

The terms of the following Class II directors expire at the 2016 annual meeting:

19

The terms of the following Class III directors expire at the 2017 annual meeting:

20

EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth the name, age and position of each of our executive officers as of March 31, 2014.30, 2015. The executive officers of the Company are appointed by and serve at the discretion of the Board of Directors of the Company.

See the table of nominees for election as directors for biographical data with respect to Martin E. Franklin, Ian G.H. Ashken and James E. Lillie. See the narrative description of the employment agreements for Martin E. Franklin, Ian G.H. Ashken, James E. Lillie, John E. Capps and Richard T. Sansone for further details with respect to the terms of their respective positions and employment.

John E. Capps. Mr. Capps is Executive Vice President – President—Administration, General Counsel and Secretary of the Company. Mr. Capps has been with the Company since January 2005. From 2003 to 2005, Mr. Capps was with American Household, Inc. which was acquired by the Company in January 2005. Prior to 2003, Mr. Capps was in private law practice with the firm Sullivan & Cromwell LLP.

Alan W. LeFevre. Mr. LeFevre is Executive Vice President – Finance and Chief Financial Officer of our Company. From April 2002 until June 2014, Mr. LeFevre was Executive Vice President and Chief Financial Officer of the Company’s Jarden Consumer Solutions subsidiary. From 1997 to 2005, Mr. LeFevre held positions of increasing responsibility with Jarden Consumer Solutions.

Richard T. Sansone. Mr. Sansone is the Executive Vice President – President–Operations of the Company. Mr. Sansone has been with the Company since December 2005. Prior to joining the Company, he most recently served as Senior Vice President, Controller and Chief Accounting Officer of RR Donnelley and Sons (formerly, Moore Corporation, Limited), from April 2001 to December 2005. From 1992 to 2001, Mr. Sansone was with PricewaterhouseCoopers LLP where he was an Audit Senior Manager.

J. David Tolbert. Mr. Tolbert is Senior Vice President, Human Resources and Corporate Risk of the Company. Mr. Tolbert has served in various management and executive roles in the areas of human resources, administration and corporate risk for the Company since 1993. From 1987 to 1993, Mr. Tolbert served in various human resource and operating positions at Ball Corporation.

2021

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

The Company is committed to maintaining executive compensation programs that promote a pay-for-performance culture that attracts and retains talented executives who are incentivized to create long-term value for our Stockholders. We believe our pay-for-performance culture has aligned our management’s interests with those of our Stockholders and yielded strong results for our Stockholders.

Jarden Corporation has Outperformed Peers

Over the past one- and three-year periods, the CompanyCompany’s stock has outperformed those of the peer groups selected by Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”)¹, as well as the group of high-growth and high-performing companies selected by the Company and its outside compensation consultant as being reflective of the Company’s strategic objectives², in terms of share price return and total shareholder return.

Note: One-year time period from fiscal year 2013 to fiscal year 2014. Three-year time period from fiscal year 2012 to fiscal year 2014.

ISS Peer index includes (by ticker symbol): DHI, LB, MHK, PHM, TUP, HAR, LEN, NWL, SYMC, VMW, ADBE, NTAP, SWK, GMCR, ORLY, EL. Glass Lewis Peer index includes (by ticker symbol): L, SWK, SPB, ENR, NWL, HAS, CHD, CLX, TUP, HBI, MAT, SMG, WFM, MKC. Jarden Peer index includes (by ticker symbol): ADBE, ASNA, DHR, EBAY, EL, GMCR, IRM, L, NTAP, ORCL, ORLY, PDCO, SWK, WFM.

2122

Note: One-year time period from fiscal year 2012 to fiscal year 2013. Three-year time period from fiscal year 2011 to fiscal year 2013. Total shareholder return includes dividends.

ISS Peer index includes (by ticker symbol): CA, MKC, NWL, SYMC, YHOO, HLF, MHK, TUP, ADBE, NTAP, SWK, WFM, L, ORLY, EL. Glass Lewis Peer index includes (by ticker symbol): TUP, BTH, SMG, CHD, SPB, CLX, SWK, REV, ENR, L, NUS, RDEN, SYMC. Jarden Peer index includes (by ticker symbol): ADBE, ASNA, DHR, EBAY, EL, GMCR, IRM, L, NTAP, ORCL, ORLY, PDCO, SWK, WFM.

In 2013,2014, the Company’s stock also out-performed all household and personal care stocks in the S&P 500 Consumer Staples Index³ for the secondthird year in a row. In fact, our stock has outperformed the index and each of its household and personal care component stocks over the past one- and three- year periods.

Further, compared to those household and personal care stocks in the S&P 500 Consumer Staples Index, the Company has been the top performing stock on a five-year and ten-year basis, as well as since the inception of Jarden Corporation in 2001 (based on stock price appreciation).

We Continue to Challenge Ourselves to Deliver Long-Term Shareholder Returns Above Those of our Peer Groups

Other recent benchmarks of our Company’s performance include:

22

The Compensation Committee of the Board (the “Committee”) believes that the compensation package designed for the Company’s management, including its executive officers, has effectively motivated key management to drive the operating and financial performance outlined above and resulted in the creation of stockholder value that has out-performed relevant market, industry and company benchmarks.

Introduction

The Committee establishes the salaries and other compensation of the executive officers of the Company, including its Executive Chairman, Vice Chairman, President, and CFO, CEO and other Named Executive Officers (as defined below). The Committee consists of three independent directors, all of whom have considerable experienceconsiderableexperience in executive compensation issues and management development. No member of the Committee has everhasever been an officer or employee of the Company, nor is there a direct or indirect relationship between any of the members of the Committee and any of the Company’s executive officers. The Committee operates under a written charter adopted by the Board of Directors that is available at the Company’s website atwww.jarden.com under the “For Investors—Governance” tab.

23

The Committee has approved a compensation philosophy and objectives for the Company, which is described below.

Executive Compensation Philosophy and Objectives

The Committee continues to examine and refine our compensation philosophy, objectives and strategy throughout the fiscal year as part of our ongoing efforts to maintain “best practice” in this area and corporate governance in general. The Committee’s guiding principle is to assure that the Company’s compensation and benefits policies attract and retain the key employees necessary to support the Company’s growth and success, both operationally and strategically, and to motivate the executives to achieve short- and long-term goals with the ultimate objective of creating sustainable improvements in stockholder value. This principle guides the design and administration of compensation and benefits programs for the Company’s officers, other executives and the general workforce.

The total compensation package, which includes base salary, annual cash incentive compensation and other long-term performance-based equity incentive opportunities in the form of grants under the Company’s stock incentive plans, is designed to allow the Company to attract, motivate, and retain top-quality executives. Such principles are accomplished by linking management’s compensation to the Company’s success in creating value for its stockholders. The levels of compensation at competitive companies, derived from compensation surveys provided by outside consultants, as well as other factors such as the Company’s performance, growth and relative stockholder return, achievement of specific financial goals, a subjective determination of the executive’s past performance and expected future contributions to the Company and the awards given to the executive in the past, are used for comparison in establishing the Company’s overall compensation plan for certain executive officers.

Committee Consideration of Results of Stockholder Advisory Vote.

At our 2014 Annual Meeting of Stockholders, our executive compensation program received the support of approximately 55% of the shares of Common Stock voting on the advisory vote on executive compensation, commonly known as “say-on-pay.” During and after the 2014 proxy season, the Company solicited and received substantial, constructive feedback on its pay practices from Stockholders representing more than 50% of the Company’s outstanding shares of Common Stock. In those conversations, the most common factor cited by a number of Stockholders as a possible reason for the lower percentage of votes supporting the “say-on-pay” vote in 2014 versus 2013 was the grant of certain equity awards to Messrs. Franklin, Ashken and Lillie in December 2013. See “Employment Agreements” below for a description of the Equity Award, Lock-up and Amendment Agreements with each of Messrs. Franklin, Ashken and Lillie, under which those awards were granted. Although those awards were made in consideration for the executives agreeing to certain amendments to their employment agreements to reduce the amount of future annual restricted stock grants to which each of them would have been entitled and the executives agreed to restrictions on selling or transferring the shares of stock awarded for a period of three years, and although the Committee believed the transactions benefitted the Company and were in the best interest of the Company, those Stockholders primarily cited the concerns expressed by the shareholder advisory services with the fact that those awards, despite being locked-up for three years, were not subject to forfeiture based on performance conditions, although those Stockholders were generally supportive of the Company’s compensation programs and their history of driving exceptional performance. The Committee and the Board discussed this and other feedback received in 2014 and have duly noted the views of Stockholders regarding non-performance based stock awards. No such awards were made in 2014, and these views will be considered in any future compensation decisions.

As part of the Board’s ongoing review of the Company’s corporate governance and compensation practices, the Committee also examined current views on corporate governance “best practices” and solicited analysis and advice from its outside compensation and benefits consultants in making executive compensation policies and decisions in 2014.

24

The Committee will continue to consider the views of our Stockholders in connection with our executive compensation program and make adjustments based upon evolving best practices, market compensation information and changing regulatory requirements. Within those parameters, we note that the Committee’s primary goals continue to be to ensure that the Company’s compensation practices continue to maintain a pay-for-performance culture, align senior management performance with the strategic and financial goals of the Company, and help ensure that the Company will be able to retain high-quality management. For 2014, the Committee believes that the total compensation package correlates with, and is validated by, the performance of the Company, as described above under the heading “Compensation and Discussion Analysis—Executive Summary,” and is aligned with the value created for the Company’s stockholders.

Use of Outside Consultants

The Committee retains an outside compensation and benefits consulting firm from time to time to respond directly to the Committee and its inquiries regarding management pay, compensation design and other related matters. The Committee may ask that management participate in these engagements. In recent years, the Company has engaged Towers Watson, a nationally-recognized compensation consulting firm. In connection with the engagement of Towers Watson in 2013,2013-2014, as discussed below, the Committee had directed Towers Watson to work with members of management, including the Company’s CFO and Senior Vice President, Human Resources and Corporate Risk, to obtain information necessary for it to form its recommendations and evaluate management’s recommendations. Towers Watson also met with the Committee during the Committee’s regular meetings and in executive sessions, where no members of management were present, and with the Committee chair and other members of the Committee outside of the regular meetings. Towers Watson did not meet with the

23

Company’s Executive Chairman or CEO in the course of such engagement. Use of a particular consulting firm by the Committee does not preclude management from hiring the same consulting firm. The Company participates in compensation surveys of Towers Watson to conduct a competitive compensation analysis including marketplace base salary, target annual incentive opportunity, target total annual compensation, actual total annual compensation, long-term incentive award level, target total direct compensation, and actual total direct compensation rates. The Company compares itself to general industry companies of comparable revenues for positions below the senior management level. For senior management positions, the Company looks at the general industry as well as high-growth and high-performing companies reflective of the Company’s strategic objectives, including:

For 2015, the Committee has engaged Towers Watson to assist it with a comprehensive reevaluation of its methodology for selecting and utilizing comparator companies in light of input received from independent advisors, shareholder advisory services, Stockholders and others. That analysis is currently ongoing, and the results will be reflected in the Company’s proxy statement in 2016.

The Committee does not believe, however, that it is appropriate to make any compensation decisions, whether regarding base salaries or incentive pay, primarily based upon benchmarking to a peer or other representative group of companies. The information from the outside consultant regarding pay practices at other companies has beenis provided to the Committee as a resource for their deliberations for executive compensation decisions and is useful in at least two respects. First, the Committee recognizes that compensation practices must be competitive in the marketplace. Second, this marketplace information is one of the many factors that management and the Committee consider in assessing the reasonableness and appropriateness of our

25

compensation programs. Although we do not target executive compensation to any peer group median, we strive to provide a compensation package that is competitive in the market and rewards each executive’s performance in executing against the strategic and financial goals of the Company.

In 2013 and 2014, the Committee engaged Towers Watson to (i) meet with the Committee to discuss the Company’s business strategy, competitive challenges, management processes and pay philosophy, (ii) analyze the Company’s current short- and long-term compensation programs and evaluate the Company’s compensation against relative Company performance, (iii) develop comparative market data upon which the Company can evaluate the competitiveness and structure of its current executive compensation program, (iv) evaluate the competitiveness and structure of the Company’s compensation program compared to market data and (v) review and evaluate current employment terms for the Company’s executive officers.

Based on the data and input from Towers Watson, the Committee structured and approved the compensation programs for the Company’s executive officers in 2013 and new long-term performance-based incentive compensation programs for those officers commencing in 2014. The Committee believes that the terms of these compensation programs are appropriately designed to achieve the short-, medium- and long-term goals set for the Company by the Board and are reasonable and appropriate based upon the Committee’s review of factors such as the levels of compensation at a broad range of companies, including companies reflective of the Company’s strategic objectives, size and/or growth profile, the Company’s performance, growth and relative stockholder return, the achievement of specific financial goals, such as achieving adjusted earnings per share targets, increasing revenues and cash flow, improving operating margins and successfully completing transactions to proactively optimize the Company’s capital structure and debt maturities, a subjective determination of the executive’s past performance and expected future contributions to the Company and the awards given to the executive in the past.

No work performed by Towers Watson during fiscal 20132014 raised any conflict of interest.

2426

The Elements of the Company’s Compensation Program

The primary components of the compensation program for Named Executive Officers, the reasons we use them and certain characteristics of these components are outlined below:

Additional details on each element of our compensation program are outlined below.

Cash Compensation – Base Salary and Annual Incentive Compensation

For 2013,2014, base salaries and target participation rates (percentage of base salary) for annual cash incentive compensation awards for the Company’s Executive Chairman, Vice Chairman President and CFO,President, CEO, Executive Vice President-Administration, General Counsel and Secretary, and Executive Vice President-Operations were established pursuant to their respective employment agreements (described below under the heading “Employment Agreements”), while target performance incentive compensation participation rates (percentage of unadjusted base salary) for the Company’s other executive officers were fixed by their respective employment agreements or by the Committee. Target incentive participation rates are established and reviewed based upon factors such as the Company’s performance and growth, achievement of specific financial goals and creation of stockholder value, a subjective determination of the executive’s past performance and expected future contributions to the Company, and aggregate compensation of persons holding similar positions with comparable companies. For 2013,2014, target incentive participation rates were 100% for the Executive Chairman, the Vice Chairman President and CFOPresident and the CEO, and 50% for the Executive Vice President-Administration, General Counsel and Secretary, and Executive Vice President-Finance and Chief Financial Officer and the Executive Vice President-Operations.

Under the Company’s annual incentive compensation programs applicable to employees in general, incentive metrics are set by the Committee in order to drive the Company’s performance toward strategic goals set by the Board, which are geared toward maximizing return to our Stockholders. When the Board sets an

27

overall goal, the Committee then evaluates the contribution needed from each business unit in order to achieve that overall goal and how to incentivize each business unit to achieve that contribution. Each business unit of the

25

Company (or sub-grouping of that business unit) is given a variety of specific targets designed to incentivize the particular achievement required from that business unit toward the overall goal. The primary metric utilized in the incentive plans is adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), but other metrics include: targets for sales; gross margin; operating profit; operating cash flow; overhead variance; net inventory; materials variance; direct labor variance; working capital; warranty expense; and various personal performance objectives. At the most basic level of the program, metrics are specific and detailed, relating to the narrower scope of the business unit or sub-group of the business unit. At higher levels, the financial metrics are more general, based on the broader scope of the management participant’s responsibilities. Each level is designed to build on each other to achieve the broad goals set by the Committee.

At the Jarden Corporation parent-company level, the Committee has determined that all participants in the annual incentive compensation program should share the same incentive metric(s), which should be the particular financial goal(s) set for the Company by the Board. The Committee believes that the shared corporate goal, which is essentially a culmination of the EBITDA and various other metrics throughout the program, is useful in incentivizing a unified, “team” atmosphere promoting support by the corporate team for each operating business unit as necessary to achieve the common goal(s) set by the Committee. Corporate employees, including our executive officers, are incentivized to work toward the common target in support of the operating businesses, rather than being narrowly focused on specific operating metrics that are less directly impacted by their individual performance. Typically, the metric for corporate performance is as adjusted earnings per share (“EPS”). The Committee believes that EPS serves as a balanced indicator of sustained stockholder value and has historically been an effective metric for incentivizing the performance sought by the Board. Therefore, the evaluation of executive performance based on this measure provides an incentive for individual executives to perform in the best interests of our Stockholders. The Committee establishes in advance any general types of adjustments it would make to EPS to determine such incentive compensation rates, and such adjustments are set forth below. Reported earnings per share as disclosed in the Company’s Annual Report on Form 10-K would not take into account these adjustments.

Payments of annual incentive compensation for 20132014 could have ranged from zero to double the target bonus opportunity and were based on an EPS goal for corporate performance. The table below sets forth the performance goals established by the Committee for the Named Executive Officers under the 2013 Stock Incentive Plan.

If the Company achieved less than $3.05$2.48 of EPS, the payout would have been zero. For 2013,2014, the Committee approved the payment of incentive compensation under the above-referenced programs at double the targeted payout for each Named Executive Officer based on the Company’s achievement of EPS of $3.59.$2.70. Consistent with prior years, in determining the 20132014 results for incentive compensation purposes, the Committee included in EPS adjustments for:

28

26

Base salary and annual incentive compensation (representing total cash compensation) earned in 20132014 by the Named Executive Officers are reflected in the “Salary,” “Bonus” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table set forth below.

Equity Incentive Awards

We believe that equity compensation is the most effective means of creating a long-term link between the compensation provided to officers and other key management personnel and returns realized by the Stockholders. We expect our executive officers and other key management personnel to be and remain substantial stockholders in the Company and retain a significant portion of any equity awards after those awards have vested. In furtherance of the goal of aligning the interests of those executives with Stockholders, the Company maintains stock ownership guidelines for executive officers requiring that during their employment each of Messrs. Franklin, Ashken and Lillie must maintain stock ownership at least equal in value to five times his annual base salary and our other Named Executive Officers must maintain stock ownership at least equal in value to two times annual base salary.

In 2013,2014, the Company maintained the 2013 Stock Incentive Plan and, prior to the adoption of the 2013 Stock Incentive Plan at the 2013 Annual Meeting of Stockholders, the 2009 Stock Incentive Plan to incentivize executive officers and other key employees.

The 2009 Stock Incentive Plan and the 2013 Stock Incentive Plan areis designed to give the Board discretion and flexibility in designing incentive compensation packages to align the goals of management with those of our Stockholders and to motivate executive officers and key employees to improve the operations of the Company, thereby maximizing stockholder value. Pursuant to this plan, the Board may issue to employees, officers, directors, consultants, independent contractors and advisors of the Company and its subsidiaries incentive stock options, nonqualified stock options, restricted stock and cash bonuses. The specific types and size of awards to be granted (other than options granted to non-employee directors), and the terms and conditions of such awards are determined by the Committee subject to the provisions of the 2009 Stock Incentive Plan and the 2013 Stock Incentive Plan, as applicable.Plan.

The Committee generally makes awards based upon the employee’s position within the Company, scope of responsibility, ability to affect profits and stockholder value, and a subjective review of the employee’s historic and recent performance. All awards to executive officers are within the discretion of the Committee and are subject to the terms of the 2009 Stock Incentive Plan and the 2013 Stock Incentive Plan.

Our equity-based compensation program for executive officers primarily focuses on grants of performance-based restricted stock awards. This strategy was implemented to balance the Committee’s interest in (i) focusing executive officers on long-term metrics that create sustained stockholder value, (ii) more efficiently aligning long-term incentive costs with perceived value, (iii) attracting and retaining talent and (iv) remaining competitive with market changes and compensation practices.

29

Vesting of restricted stock awards is typically based on our results during a given performance period as measured by EPS, Segment Earnings and/or the increase in the price of our Common Stock. These metrics were chosen because of their relevance to our corporate strategy and objectives for the respective performance periods

27

at the time of grant, the ability of executive officers to impact achievement of the performance goals, and our belief that achieving or exceeding these goals should result in sustained increases to stockholder value over the longer-term.

The Committee may from time to time grant supplemental time or performance vesting restricted stock grants to employees, including executive officers. These grants are typically made to attract new executives, as a retention device for current executives or to promote specific strategic initiatives determined by the Committee or the Board of Directors. Such awards typically vest over three to five years.

The Committee considers several factors when establishing the size of equity-based compensation grants to executive officers, including long-term incentive compensation awarded within comparator groups, the number of unvested stock-based awards held by the executive, the executive’s performance during the prior year and the executive’s expected contribution to our long-term performance. The Committee also considers the expected stockholder dilution and accounting cost attributable to our long-term incentive programs in establishing the total number of shares of Common Stock we make available through stock-based awards.

It has been the Committee’s practice, but not a firm policy, to grant stock-based awards to management, including executive officers, on an annual basis. Award levels and grant dates are approved by the Committee, and grants are made on or following the date of the Committee’s approval. The Committee will also approve any equity-based grants in connection with the hiring or promotion of an executive officer. The Committee has broad authority and discretion to grant such awards, and there are no formalized procedures regarding the timing of such grants and whether such grants will continue to be granted on an annual basis or otherwise.

In January 2013,2014, the Committee awarded annual performance-based equity incentive awards to the Company’s Named Executive Officers. The annual awards for Messrs. Franklin, Ashken and Lillie are determined pursuant to the terms of their respective employment agreements. AsIn December 2013, the employment agreements for each of Messrs. Franklin, Ashken and Lillie were amended to reduce the number of shares of restricted stock which each of those executives is entitled to receive in annual awards pursuant to their respective employment agreements. In January 2014, Messrs. Franklin, Ashken and Lillie received such shares of restricted stock as provided in those executives’ respectivethe amendments to their employment agreements, theagreements. The performance vesting targets for thosetheir annual equity incentive awards were based on a stock price appreciation target established by the Committee. Due to the timing of the Committee’s consideration of awards to employeesCommittee, as set forth in general in 2013,their amended employment agreements. The performance vesting targets for the annual long-term performance-based equity incentive awards to the other Named Executive Officers in 2014 were grantedbased on a cumulative three-year EPS target of $8.33 in the aggregate for the performance period January 1, 2014 rather thanthrough December 31, 2016.

Also, in 2013; therefore,2014, in connection with a strategic review of long-term performance incentive structure undertaken by the Committee and the setting of new five-year long-range strategic goals for the Company by the Board, the Committee awarded the Named Executive Officers certain long-term performance-based equity incentive awards to incentivize management to achieve the new five-year goals. The restrictions on these long-term grants will lapse, if at all, ratably when both: (i) the Company’s net sales for any fiscal year ending on or before December 31, 2018 equals or exceeds $10,500,000,000; and (ii) the Company’s EPS for any fiscal year ending on or before December 31, 2018 equals or exceeds certain specified thresholds in the award agreements, with vesting commencing when EPS exceeds $3.33 (on a split-adjusted basis) and full vesting occurring when EPS equals or exceeds $4.00 (on a split-adjusted basis). Under the terms of those awards, do not appear in the information disclosed underevent that the headings “Summary Compensation Table”performance targets are achieved and the restrictions on the grants lapse, each of the Named Executive Officers will be prohibited for a period of two (2) years from the date the shares become vested from selling or “Grantsotherwise disposing of Plan-Based Awards” below.any of the shares, except in certain limited circumstances set forth in their respective award agreements.

30

Perquisites and Other Personal and Additional Benefits

Executive officers participate in other employee benefit plans generally available to all employees on the same terms as similarly situated employees.

The Company’s 401(k) plan provides for a Company matching contribution equal to an employee contribution up to 2% of the value of the individual employee’s base salary, subject to further limitations under Internal Revenue Service guidelines.

The Company provides Named Executive Officers with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain employees for key positions. The Committee, at least annually, reviews the levels of perquisites and other personal benefits provided to Named Executive Officers.

Certain Named Executive Officers are provided use of Company financial or tax planning assistance, while all receive payment of life insurance and long-term disability premiums, and all are eligible to receive Company contributions to the executive’s 401(k) plan. In addition, the Executive Chairman of the Company, for security purposes, is required to use private corporate aircraft for all personal and business-related air travel unless a private aircraft is not reasonably available. If a private aircraft is not reasonably available, he is entitled to first

28

class air travel for business-related travel. The costs to the Company associated with providing these benefits for executive officers named in the Summary Compensation Table are reflected in the “All Other Compensation” column of the Summary Compensation Table.

The Company does not have a formal policy or formula for (i) determining the precise allocation of each compensation element, (ii) allocating between long-term and currently paid-out compensation, (iii) allocating between cash and non-cash compensation, or (iv) allocating among different forms of non-cash compensation. As discussed in this “Compensation Discussion and Analysis” section, during the process of setting and allocating the various elements of compensation and when setting the individual components of compensation of our executive officers, the Committee has consulted with its outside compensation and benefits consulting firm and considered the following:

As discussed above under the subheading “The Elements of the Company’s Compensation Program,” the components of the Company’s compensation program consist of: (i) cash consideration, which includes base salary and target performance incentive compensation, (ii) equity-based consideration, which includes incentive stock options, non-qualified stock options, restricted stock and cash bonuses issued under the Company’s

31

outstanding stock incentive plans, and (iii) perquisites and other personal and additional benefits. Base salary, which is paid in cash, is fixed compensation in that it does not vary based on performance. Target performance incentive compensation is variable compensation in that it varies based upon performance against prescribed goals. Equity-based consideration, other than cash bonuses, issued under the Company’s outstanding stock incentive plans comprises long-term incentives. The Company believes that a significant portion of executive compensation should be in target performance incentive compensation and equity-based consideration when compared to base salary. In addition, the Company believes that, in order to link management’s compensation to the Company’s success in creating value for its stockholders and to reward appropriately for superior performance, our Named Executive Officers should have a greater percentage of their total compensation in incentive or variable compensation and that, for other executives, a significant, but lower, portion of their total compensation should be in incentive or variable compensation. This belief is illustrated by the component elements of compensation for our Named Executive Officers as set forth in the Summary Compensation Table below.

Accounting and Tax Considerations

The Committee generally seeks to comply with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent deemed practicable, with respect to options and annual and long-term incentive programs in order to avoid losing the deduction for non-performance based compensation in excess of $1 million paid to one or more of the Named Executive Officers. The Committee has generally

29

structured the Company’s compensation plans to include performance metrics with the objective that amounts paid under those plans and arrangements are tax deductible, including by having those plans approved by the Company’s Stockholders. The Committee has likewise set the terms of the employment agreements for the Named Executive Officers in order to structure their compensation in accordance with Section 162(m) of the Code. The Company has, and may in the future, determine to award compensation or modify compensation for any of the Named Executive Officers in a manner that does not meet the requirements of Section 162(m) of the Code when it deems it appropriate to achieve its financial, accounting, compensation and other objectives or in the best interest of the Company.

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. As described below under the heading “Employment Agreements,” in July 2012, we entered into new employment agreements with Messrs. Franklin, Ashken and Lillie, which removed provisions entitling those executives to “gross-up” or other reimbursement payments for tax liabilities that they might owe as a result of the application of Section 280G or 4999 of the Code.

We did not provide any of our executive officers, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G or 4999 of the Code during 2013,2014, and we have not agreed to provide, and are not otherwise obligated to provide, any Named Executive Officer with such a “gross-up” or other reimbursement.

If an executive is entitled to non-qualified deferred compensation benefits that are subject to Section 409A of the Code, and such benefits do not comply with Section 409A, then the benefits are taxable in the first year they are not subject to a substantial risk of forfeiture. In such case, the executive is subject to regular federal income tax, interest and an additional federal income tax of 20% of the benefit includible in income.

Policy on Stock Trading and Hedging

Executives and other employees may not engage in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities. This prohibition includes “short sales” (selling borrowed securities which the seller hopes can be purchased at a lower price in the future) or “short sales against

32

the box” (selling owned, but not delivered, securities), “put” and “call” options (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like) and other hedging transactions designed to minimize an executive’s risk inherent in owning our stock, such as zero-cost collars and forward sale contracts. In addition, this policy is designed to ensure compliance with all insider trading rules.

Post-Employment and Other Events

Retirement, death and disability events trigger the payment of certain compensation to certain Named Executive Officers that is not available to all salaried employees. Such compensation is payable pursuant to separately negotiated employment arrangements between such Named Executive Officers and the Company. Such compensation is discussed under the headings “Employment Agreements” and “Potential Payments Upon Termination or Change of Control.”

Role of Executive Officers in Compensation Decisions

The Committee determines the total compensation of our Executive Chairman and CEO and oversees the design and administration of compensation and benefit plans for all of the Company’s employees. Generally, our Executive Chairman or CEO makes recommendations to the Committee as it relates to the compensation of the other executive officers. In addition, our executive officers, including our Executive Chairman, Vice Chairman

30

and President, and CFO, CEO, and Senior Vice President of Human Resources and Corporate Risk, provide input and make proposals regarding the design, operation, objectives and values of the various components of compensation in order to provide appropriate performance and retention incentives for other key employees. These proposals may be made on the initiative of the executive officers or upon the request of the Committee. In addition, our internal legal personnel have met with the Committee to present topical issues for discussion and education as well as specific recommendations for review. Certain executive officers, including the Executive Chairman and the Vice Chairman President and CFO,President, attend a portion of most regularly scheduled Committee meetings, excluding non-executive sessions. The Committee may also obtain input from our human resources, legal, finance and tax functions, as appropriate, as well as one or more executive compensation consulting firms regarding matters under consideration. The Committee has delegated to management certain responsibilities related to employee benefit matters. The Committee has formed two management committees that (i) oversee the investment of retirement plan assets and savings plan investment funds and (ii) administer benefit plans for employees. These committees are made up of the Company’s employees and report to the Committee periodically.

Committee Consideration of Results of Stockholder Advisory Vote.

At our 2013 Annual Meeting of Stockholders, our executive compensation program received the support of approximately 85% of the shares of Common Stock voting on the advisory vote on executive compensation, commonly known as “say-on-pay.” During and after the 2013 proxy season, the Company continued to solicit and received substantial, constructive feedback from Stockholders and others on its pay practices. In addition, as part of the Board’s ongoing review of the Company’s corporate governance and compensation practices, the Committee examined current views on corporate governance “best practices” and solicited analysis and advice from its outside compensation and benefits consultants in making executive compensation policies and decisions in 2013.

The Committee will continue to consider the views of our Stockholders in connection with our executive compensation program and make adjustments based upon evolving best practices, market compensation information and changing regulatory requirements. However, the Committee’s primary goals will be to ensure that the Company’s compensation practices continue to maintain a pay-for-performance culture, align senior management performance with the strategic and financial goals of the Company, and help ensure that the Company will be able to retain high-quality management. For 2013, the Committee believes that the total compensation package correlates with, and is validated by, the performance of the Company, as described above under the heading “Compensation and Discussion Analysis—Executive Summary,” and is aligned with the value created for the Company’s stockholders.

3133

Summary Compensation Table

The following summary compensation table sets forth information concerning the annual and long-term compensation earned by the Company’s Executive Chairman, Vice Chairman, Presidentprincipal executive officer, current and CFO, CEOformer principal financial officer and twothree other executive officers of the Company whose annual salary and bonus during fiscal 20132014 exceeded $100,000 (collectively, the “Named Executive Officers”).

34

32

35

33

36

Grants of Plan-Based Awards

The following table contains certain information regarding grants of plan-based awards in fiscal year 20132014 to each of the Named Executive Officers.

34

In January 2013,2014, Messrs. Franklin, Ashken and Lillie received performance-based restricted stock awards in accordance with the terms of their employment agreements. The other Named Executive Officers, including Messrs. Capps, LeFevre and Sansone, do not have equity-based compensation provisions in their employment agreements, and, therefore, they were considered by the Compensation Committee for grants of performance-based restricted stock awards in 20132014 in connection with the Company’s routine annual long-term equity incentive awards to employees of the Company, which is consistent with the Company’s equity compensation philosophy. Due to

In connection with a strategic review of incentive compensation undertaken by the timingCompensation Committee of the Committee’s considerationBoard of those annualDirectors, and certain strategic goals and objectives established by the Compensation Committee of the Board of Directors to promote the creation of stockholder value, drive revenue growth, maximize the growth in the Company’s earnings over time and continue a pay-for-performance, ownership culture that encourages long-term equity incentive awards in 2013,performance by the awards to Messrs. Capps and Sansone were granted in January 2014 rather than in 2013. In addition, in December 2013, the Committee granted certain equity awards as set forth above to each ofCompany’s executive officers, Messrs. Franklin, Ashken, Lillie, Capps, Sansone and Lillie. Those awards were granted in consideration for the executives agreeing to certain amendments to their employment agreements to reduce the amount of future annualLeFevre received additional restricted stock grants to each of them and agreeing toawards in 2014. The restrictions on sellingthese grants will lapse, if at all, ratably when both: (i) the Company’s net sales for any fiscal year ending on or transferringbefore December 31, 2018 equals or exceeds $10,500,000,000; and (ii) the shares of stock awardedCompany’s EPS for a period of three years. See “Employment Agreements” below for a description ofany fiscal year ending on or before December 31, 2018 equals or exceeds certain specified thresholds in the Equity Award, Lock-upaward agreements, with vesting commencing when EPS exceeds $3.33 and Amendment Agreements with each of Messrs. Franklin, Ashken, and Lillie, under which those awards were granted.full vesting occurring when EPS equals or exceeds $4.00.

37

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning stock options and stock awards held by the Named Executive Officers at December 31, 2013:2014:

35

38

Option Exercises and Stock Vested During Fiscal 20132014

Pension Benefits – Fiscal 20132014

Our Named Executive Officers received no benefits in fiscal 20132014 from the Company under defined pension or defined contribution plans other than our tax-qualified 401(k) plan.

39

Non-Qualified Deferred Compensation

Our Named Executive Officers received no benefits in fiscal 20132014 from the Company under non-qualified deferred compensation plans other than our tax-qualified 401(k) plan.

Compensation Committee Report

The Company’s Compensation Committee of the Board (the “Compensation Committee”) has submitted the following report for inclusion in this Proxy Statement:

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on our Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20132014 for filing with the SEC.

The Report of the Compensation Committee does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference in to any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Report of the Compensation Committee by reference therein.

36

Compensation Committee Interlocks and Insider Participation

During fiscal 2013,2014, the Compensation Committee was comprised of Messrs. Heckmann (Chairman), Gross and Simon.

No member of the Compensation Committee during 20132014 was an officer, employee or former officer of the Company or any of its subsidiaries or had any relationship requiring disclosure herein pursuant to SEC regulations. No executive officer of the Company served as a member of a compensation committee or a director of another entity under circumstances requiring disclosure under SEC regulations.

Employment Agreements

Martin E. Franklin, Ian G.H. Ashken and James E. Lillie

The Company’s amended and restated employment agreement with Martin E. Franklin, dated as of July 23, 2012, as amended on December 19, 2013, provides for his employment as Executive Chairman of the Company through December 31, 2016 which is automatically renewable, subject to certain termination rights, for successive additional one-year periods in accordance with the terms of Mr. Franklin’s employment agreement, unless either party gives prior written notice of non-renewal. Under his employment agreement, Mr. Franklin currently receives an annual base salary of $2,160,475,$2,177,759, subject to an annual increase at least equal to the change in Consumer Price Index. In addition, Mr. Franklin is entitled to receive an operating bonus of up to 100% of base salary each year in which the Company achieves its budgeted EPS target or up to 200% of base salary each year in which the Company achieves EPS equal to the performance target set by the Committee for payment of maximum bonus to the Company’s employees generally, in each case based on the annual budget approved by the Board of Directors. For a description of the performance targets established by the Board of Directors for 2013,2014, see the “Compensation Discussion and Analysis” section above. Pursuant to Mr. Franklin’s employment

40

agreement (as amended by the Equity Award, Lock-up and Amendment Agreement described below), Mr. Franklin is entitled to receive annual grants of restricted stock in decreasing amounts each year as follows: 276,316, shares in 2015, 263,158394,737 shares in 2016 and 250,000375,000 shares in 2017. Mr. Franklin’s employment agreement also entitles him to participate in the medical, insurance and other fringe benefit plans or policies the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time. Mr. Franklin’s employment agreement also provides for certain other ancillary benefits, including the reimbursement of all reasonable business expenses (and other expenses up to 5% of base salary per year) and, for security purposes, use of private aircraft transportation for all travel, at the Company’s expense. The Company shall also bear expenses for Mr. Franklin’s personal use of private aircraft transportation that does not exceed 75 hours in any calendar year. In addition, the agreement requires the Company to provide Mr. Franklin, at its expense, with the assistance of the Company’s tax advisors in regard to personal tax planning and preparing personal income tax returns and with $10 million of life insurance payable to such beneficiaries as Mr. Franklin shall select. Mr. Franklin shall also be entitled to, if for any reason Mr. Franklin shall not be covered by a health insurance policy of the Company, an annual medical, dental, vision care and other health care allowance of up to $30,000 for unreimbursed expense incurred by Mr. Franklin or any of his immediate family members.

The Company’s amended and restated employment agreement with Ian G.H. Ashken, dated as of July 23, 2012, as amended on December 19, 2013, provides for his employment as Vice Chairman and CFOPresident (formerly also CFO) of the Company through December 31, 2016 which is automatically renewable, subject to certain termination rights, for successive additional one-year periods in accordance with the terms of Mr. Ashken’s employment agreement, unless either party gives prior written notice of non-renewal. Under his employment agreement, Mr. Ashken currently receives an annual base salary of $1,011,982,$1,020,078, subject to an annual increase at least equal to the change in Consumer Price Index. In addition, Mr. Ashken is entitled to receive an operating bonus of up to 100% of base compensation each year in which the Company achieves its budgeted EPS target or up to 200% of base compensation each year in which the Company achieves EPS share equal to the performance target set by the Committee for payment of maximum bonus to the Company’s employees generally, in each case based on the annual budget approved by the Board of Directors. For a description of the performance targets established by

37

the Board of Directors for 2013, see the “Compensation Discussion and Analysis” section above. Pursuant to Mr. Ashken’s employment agreement (as amended by the Equity Award, Lock-up and Amendment Agreement described below), Mr. Ashken is entitled to receive annual grants of restricted stock in decreasing amounts each year as follows: 124,382 shares in 2015, 118,421177,632 shares in 2016 and 112,500168,750 shares in 2017. Mr. Ashken’s employment agreement also entitles him to participate in the medical, insurance and other fringe benefit plans or policies the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time. Mr. Ashken’s employment agreement also provides for certain other ancillary benefits, including the reimbursement of all reasonable business expenses (and other expenses up to 5% of base salary per year) and use of any airplanes that the Company owns or is entitled to use at the actual (if determinable) or estimated direct cost of such use. In addition, the agreement requires the Company to provide Mr. Ashken, at its expense, with the assistance of the Company’s tax advisors in regard to personal tax planning and preparing personal income tax returns and with $6 million of life insurance payable to such beneficiaries as Mr. Ashken shall select.

The Company’s amended and restated employment agreement with James E. Lillie, dated as of July 23, 2012, as amended on December 19, 2013, provides for his employment as CEO of the Company through December 31, 2016 which is automatically renewable, subject to certain termination rights, for successive additional one-year periods in accordance with the terms of Mr. Lillie’s employment agreement, unless either party gives prior written notice of non-renewal. Under his employment agreement, Mr. Lillie currently receives an annual base salary of $1,011,982,$1,020,078, subject to an annual increase at least equal to the change in Consumer Price Index. In addition, Mr. Lillie is entitled to receive an operating bonus of up to 100% of base compensation each year in which the Company achieves its budgeted EPS target or up to 200% of base compensation each year in which the Company achieves EPS equal to the performance target set by the Committee for payment of maximum bonus to the Company’s employees generally, in each case based on the annual budget approved by the Board of Directors. For a description of the performance targets established by the Board of Directors for 2013, see the “Compensation Discussion and Analysis” section above. Pursuant to Mr. Lillie’s employment

41

agreement (as amended by the Equity Award, Lock-up and Amendment Agreement described below), Mr. Lillie is entitled to receive annual grants of restricted stock in decreasing amounts each year as follows:124,342 177,632 shares in 2015, 118,421 in 2016 and 112,500168,750 shares in 2017. Mr. Lillie’s employment agreement also entitles him to participate in the medical, insurance and other fringe benefit plans or policies the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time. Mr. Lillie’s employment agreement also provides for certain other ancillary benefits, including the reimbursement of all reasonable business expenses (and other expenses up to 5% of base salary per year) and the use for his personal use, up to twenty five hours (in the aggregate) in any calendar year, any airplanes that the Company owns or is entitled to use as a result of lease, pooling, sharing or other agreements, provided that Mr. Lillie shall either prepay or pay directly, on or prior to such use, the actual (if determinable) or estimated direct cost of such use. In addition, the agreement requires the Company to provide Mr. Lillie, at its expense, with the assistance of the Company’s tax advisors in regard to personal tax planning and preparing personal income tax returns and with $3 million of life insurance payable to such beneficiaries as Mr. Lillie shall select.

Each of Messrs. Franklin’s, Ashken’s and Lillie’s employment agreements contains a non-competition covenant effective during the term of their respective employment and during the greater of (i) a period of three years after any termination of Messrs. Franklin’s, Ashken’s or Lillie’s employment, or (ii) any period thereafter during which Messrs. Franklin, Ashken or Lillie continues to receive benefits under the employment agreement, other than in cases of a termination by the Company without cause, by Messrs. Franklin, Ashken or Lillie with good reason, or if Messrs. Franklin’s, Ashken’s or Lillie’s employment is not renewed. For a description of any amount to be received by Messrs. Franklin, Ashken and Lillie in the event their employment is terminated, see the Section below titled “Potential Payments on Termination or Change of Control.” Notwithstanding the foregoing, in the event Messrs. Franklin’s, Ashken’s or Lillie’s employment is terminated by the Company without “cause,” by Messrs. Franklin, Ashken or Lillie with “good reason,” or if Messrs. Franklin’s, Ashken’s or Lillie’s employment is not renewed, within six months before or two years after the occurrence of a Change of Control, then in consideration for the benefits payable to Messrs. Franklin, Ashken or Lillie on account of

38

such termination of employment, Messrs. Franklin, Ashken or Lillie shall continue to be subject to and shall comply with the non-compete provisions until the second anniversary of the date of the Change of Control.

On December 19, 2013, the Company entered into an Equity Award, Lock-up and Amendment Agreement with each of Messrs. Franklin, Ashken and Lillie, whereby each executive agreed to reduce the amount of future annual restricted stock grants to which the executive would otherwise have been entitled under his respective employment agreement. In consideration for each executive agreeing to accept annual grants of restricted stock in amounts less than that to which they would have been entitled under their respective employment agreements and in decreasing amounts each year, the Company agreed to grant (a) 347,368 (on a pre-stock split basis) shares of common stockCommon Stock to Mr. Franklin, (b) 156,316 (on a pre-stock split basis) shares of common stockCommon Stock to Mr. Ashken and (c) 156,316 (on a pre-stock split basis) shares of common stockCommon Stock to Mr. Lillie subject to the condition that each of Messrs. Franklin, Ashken and Lillie may not offer, sell, transfer, contract to sell, or otherwise dispose of any of such shares for a period of three years from the date of such grant, except as set forth in his respective Equity Award, Lock-up and Amendment Agreement.

Each of Messrs. Franklin’s, Ashken’s and Lillie’s employment agreements provides that the restrictions on any annual awards of restricted stock granted to Messrs. Franklin, Ashken and Lillie will lapse based on achievement of a performance target equal to a target appreciation in the stock price of the Common Stock of the Company set by the Committee at the time of the grant as follows: the vesting target shall be achieved on the date that the average closing price of the Company’s Common Stock for any five consecutive trading days equals or exceeds a price representing an increase over the closing price on the last trading day of the prior calendar year at least equal to the target stock price appreciation percentage set by the Committee (up to certain maximums set forth in the respective employment agreements). The performance target must be achieved, if at all, within five years from the date of grant. If the performance target is not achieved with five years from the date of grant, such grant will expire and be forfeited. The number of shares granted and the target share price will be adjusted for changes in the common stockCommon Stock as outlined in the Company’s 2013 Stock Incentive Plan or as otherwise mutually agreed in writing

42

between the parties. In the event that the Company does not have a stock incentive plan in place on or prior to January 1 of each year with enough shares to issue to either Messrs. Franklin, Ashken and Lillie, the Company shall grant such executive such number of shares of restricted stock that are available under the Company’s stock incentive plans, and in lieu of any shares of restricted stock not granted (the “Remaining Stock”), such executive shall receive a mutually acceptable performance-based compensation package having a value equivalent to the value of the shares of Remaining Stock not issued to such executive as determined in good faith by the Committee. The terms of the restricted stock will be set forth in a restricted stock award agreement.

Each of Messrs. Franklin’s, Ashken’s and Lillie’s employment agreements provides that if it shall be determined that any payment, distribution or benefit provided (including, without limitation, the acceleration of any payment, distribution or benefit and the acceleration of exercisability of any stock option) to Messrs. Franklin, Ashken or Lillie or for any of their respective benefits (whether paid or payable or distributed or distributable) pursuant to the terms of their respective employment agreements or otherwise (a “Payment”) would be subject, in whole or in part, to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company and each of Messrs. Franklin, Ashken or Lillie shall consult in good faith to attempt to reach a mutually acceptable agreement to restructure such payments or otherwise amend their respective employment agreements to minimize any such Excise Tax;provided,however, in no event shall the Company be required to make, or Messrs. Franklin, Ashken or Lillie be entitled to receive, any additional payments (including gross-up payments) in respect of such Excise Tax.

John E. Capps and Richard T. Sansone

The Company’s amended and restated employment agreement with John E. Capps, dated as of July 23, 2012, provides for a two-year term which is automatically renewable, subject to certain termination rights, for successive additional one-year periods in accordance with the terms of Mr. Capps’ employment agreement, unless either party gives prior written notice of non-renewal. Under the employment agreement, Mr. Capps

39

currently receives an annual base salary of $575,000, subject to an annual increase at least equal to the change in Consumer Price Index. In addition, Mr. Capps is entitled to receive a target bonus of up to 50% of his base compensation and a maximum bonus of 100% of his base compensation each year on the achievement of performance goals set by the Committee. Mr. Capps’ employment agreement also entitles him to participate in the medical, insurance and other fringe benefit plans or policies the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time.

The Company’s amended and restated employment agreement with Richard T. Sansone, dated as of July 23, 2012, provides for a two-year term which is automatically renewable subject to certain termination rights, for successive one-year periods in accordance with the terms of Mr. Sansone’s employment agreement, unless either party gives prior written notice of non-renewal. Under the employment agreement, Mr. Sansone currently receives an annual base salary of $575,000, subject to an annual increase at least equal to the change in Consumer Price Index. In addition, Mr. Sansone is entitled to receive a target bonus of up to 50% of his base compensation and a maximum bonus of 100% of his base compensation each year on the achievement of performance goals set by the Committee. Mr. Sansone’s employment agreement also entitles him to participate in the medical, insurance and other fringe benefit plans or policies the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time.

Each of Messrs. Capps’ and Sansone’s employment agreements contains a non-competition covenant and non-solicitation provisions (relating to the Company’s employees and customers) effective during the term of his employment and continuing for a period of twelve months after the expiration or termination of Messrs. Capps’ or Sansone’s employment. For a description of any amount to be received by each of Messrs. Capps and Sansone, as well as Mr. LeFevre, in the event his employment is terminated or due to a change of control of the Company, see the Section below titled “Potential Payments on Termination or Change of Control.”

43

Potential Payments Upon Termination or Change of Control

The following table summarizes the estimated payments to be made under each contract, agreement, plan or arrangement which provides for payments to a Named Executive Officer at, following, or in connection with any termination of employment including by resignation, retirement, disability or a constructive termination of a Named Executive Officer, or a change in the Named Executive Officer’s responsibilities. However, in accordance with SEC regulations, the Company does not report any amount to be provided to a Named Executive Officer under any arrangement which does not discriminate in scope, terms, or operation in favor of its executive officers and which are available generally to all salaried employees. These benefits are in addition to the benefits to which the executives would be entitled upon a termination of employment generally (i.e., vested retirement benefits accrued as of the date of termination, stock awards that are vested as of the date of termination and the right to elect continued health coverage pursuant to COBRA).

For the purpose of the quantitative disclosure in the following table, and in accordance with SEC regulations, the Company assumed that the termination took place on the last business day of its most recently completed fiscal year, and that the price per share of its Common Stock is the closing market price as of that date, which is $61.35.$47.88. The description set forth below provides estimates of the compensation and benefits that would be provided to the Named Executive Officers upon their termination of employment; however, in the event of an executive’s separation from the Company, any actual amounts will be determined based on the facts and circumstances in existence at that time.

Martin E. Franklin, Ian G.H. Ashken and James E. Lillie: Benefits Payable Upon Early Termination; Non-Renewal

If (1) an early termination of the employment period of Messrs. Franklin, Ashken or Lillie occurs pursuant to (a) a termination on account of executive’s death, (b) a termination due to executive’s Disability (as defined below), (c) a Termination for Cause (as defined below), (d) a Termination Without Cause (as defined below),

40

(e) a Termination for Good Reason (as defined below) or (f) a Termination Not for a Good Reason (as defined below), (2) Messrs. Franklin’s, Ashken’s or Lillie’s employment agreements are not renewed, or (3) Messrs. Franklin’s, Ashken’s or Lillie’s employment agreements are not renewed within two years following a Change of Control (as defined below) of the Company, Messrs. Franklin, Ashken or Lillie (or, in the event of his death, his respective surviving spouse, if any, or his respective estate) shall be paid the following:

Martin E. Franklin