UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2019
SPECTRUM BRANDS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-4219 | 74-1339132 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
SB/RH HOLDINGS, LLC
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 333-192634-03 | 27-2812840 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3001 Deming Way
Middleton, Wisconsin 53562
(Address of principal executive offices)
(608) 275-3340
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Registrant | Title of Each Class | Trading Symbol | Name of Exchange On Which Registered | |||
| Spectrum Brands Holdings, Inc. | Common Stock, $0.01 par value | SPB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Spectrum Brands Holdings, Inc. | ☐ | ||
| SB/RH Holdings, LLC | ☐ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Spectrum Brands Holdings, Inc. | ☐ | ||
| SB/RH Holdings, LLC | ☐ |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with its upcoming Annual Meeting of Stockholders, on May 13, 2019, the Board of Directors (the “Board”) of Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company”), amended the Company’s By-laws and adopted a majority voting policy for the election of directors, which is in line with current corporate governance best practices.
Pursuant to this new voting policy, which applies in the case of uncontested director elections, a director must be elected by a majority of the votes cast with respect to the election of such director. For purposes of this policy, a “majority of the votes cast” means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director and abstentions and broker non-votes are not counted as “votes cast.”
This new voting policy provides that in the event that an incumbent director nominee receives a greater number of votes “against” than votes “for” his or her election, he or she must (within five business days following the final certification of the related election results) offer to tender his or her written resignation from the Board to the Company’s Nominating and Corporate Governance Committee (“NCG Committee”). The NCG Committee will review such offer of resignation and will consider such factors and circumstances as it may deem relevant, and, within 90 days following the final certification of the election results, will make a recommendation to the Board concerning the acceptance or rejection of such tendered offer of resignation. The decision of the Board will be promptly publicly disclosed.
In addition, the By-Laws were amended to provide that, in the event a person sends the Company a request to set a record date for the purpose of having stockholders authorize or take any corporate action by written consent, the Board may require such person to submit to the Company certain customary information and representations. Such information and representations are the same as those that are currently required under the By-Laws for a person intending to make a nomination or to bring a business proposal before a meeting of the Company’s stockholders.
The By-Laws were also amended to provide that the person presiding at an annual stockholders meeting shall be the Chairman of the Board (rather than the President of the Company, which the Company does not have at this time) or, at the discretion of the Board, an officer of the Corporation designated by the Board, to clarify that the Board has the explicit authority to postpone or cancel a stockholder meeting in accordance with applicable law (in addition to the Board’s already existing implicit authority), and to provide that any nominee for election to the Board shall be required to submit to the Company a customary director questionnaire.
The foregoing summary is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 3.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 17, 2019 | SPECTRUM BRANDS HOLDINGS, INC. | ||
| SB/RH HOLDINGS, LLC | |||
| By: | /s/ Ehsan Zargar | ||
| Name: | Ehsan Zargar | ||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||