| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
(e) On March 14, 2019, Newell Brands Inc. (the “Company”) announced that Michael B. Polk, the Company’s President, Chief Executive Officer and member of the Company’s Board of Directors (the “Board”), will retire from the Company.
In connection with Mr. Polk’s retirement from the Company on June 28, 2019 (the “Retirement Date”), the Company and Mr. Polk have entered into a Retirement Agreement and General Release (the “Retirement Agreement”) pursuant to which Mr. Polk agreed to a customary release and restrictive covenants. The Retirement Agreement entitles Mr. Polk to, among other things, (1) salary continuation payments for two years, totaling $2.7 million, unpaid amounts of which will be payable on August 1, 2019; (2) continued medical coverage for Mr. Polk and covered dependents under the Company’s plans, at COBRA rates, until Mr. Polk and his spouse are eligible for Medicare (or coverage under the medical plans of a new employer); (3) a lump sum payment of approximately $19,500, which is the difference between the aggregate premium for 24 months of medical coverage for Mr. Polk and his dependents, at the cost charged to active employees, and the aggregate premium for 24 months of such coverage at COBRA rates; (4) a portion of his annual cash incentive awardpro-rated through the Retirement Date under the 2019 Management Bonus Plan payable in March 2020 (subject to the satisfaction of applicable performance conditions); and (5) reimbursement of legal fees associated with the Retirement Agreement, up to $10,000. Mr. Polk’s unexercised 2011 stock options will remain exercisable until expiration in July 2021 consistent with the terms of the underlying option agreement. Additionally, Mr. Polk’s unvested performance-based restricted stock units (“RSUs”) awarded in February 2018 will continue to vest in February 2021 (subject to the satisfaction of applicable performance conditions) and apro-rata portion of the RSUs awarded to Mr. Polk in February 2019, reflecting four months of service and totaling 45,724 RSUs, will continue to vest in February 2022 (subject to the satisfaction of applicable performance conditions). The provisions for the benefit of the Company included in any agreement previously entered into by Mr. Polk that by their applicable terms extend past his termination of employment, including but not limited to confidentiality, invention assignment,non-solicitation andnon-competition provisions, will remain in full force and effect.
The foregoing summary is qualified in its entirety by reference to the Retirement Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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