NEWELL BRANDS INC

We are providing this Proxy Statement to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Newell Brands Inc. for the Annual Meeting and for any adjournment or postponement of the Annual Meeting. Below are highlights of certain information in this Proxy Statement. As it is only a summary, please review our complete Proxy Statement and 2023 Annual Report before you vote.

This Proxy Statement is intended to be made available to you on or about March 27, 2024.

2024 ANNUAL MEETING OF STOCKHOLDERS

AGENDA ITEMS

CORPORATE GOVERNANCE HIGHLIGHTS

2024 BOARD COMPOSITION SNAPSHOT

The graphics below reflect the diversity and tenure of the directors standing for election at the Annual Meeting.

STOCKHOLDER ENGAGEMENT

We value the views of our stockholders and believe that building positive relationships with our stockholders is critical to our long-term success. To help Company management and the Board understand and consider the issues that matter most to our stockholders, we periodically engage with our stockholders on a range of topics related to corporate governance, executive compensation and sustainability. We then incorporate this feedback into our disclosures, corporate governance policies and executive compensation program.

During the fall of 2023, the Company conducted outreach with holders of approximately 51% of our common stock. In this process, the Company solicited feedback on the Company’s executive compensation program, as well as governance and sustainability topics. Our outreach on sustainability matters has helped inform some of the initiatives described in our most recent Corporate Citizenship Report. The feedback received from our stockholders was summarized and shared with senior management and the Board, and where applicable, incorporated in our disclosures.

At the 2023 Annual Meeting of Stockholders, the Say on Pay proposal was approved by approximately 95% of votes cast, including abstentions. The Compensation and Human Capital Committee considered this level of approval to indicate the support of the substantial majority of the Company’s stockholders.

COMPENSATION HIGHLIGHTS

(See page 31 for our Compensation Discussion and Analysis (“CD&A”) under the section titled “Executive Compensation”)

The Company Emphasizes Pay for Performance, Stockholder Alignment and Long-Term Performance.

Ø Based on the Company’s performance during the 2021-2023 performance period, performance-based restricted stock units (“PRSUs”) granted pursuant to the Long-Term Incentive Plan (the “LTIP”) in 2021 paid out at 33.33% in February 2024.

Ø Based on the performance of the business units under their management, special PRSU awards granted to Mr. Michael P. McDermott and Ms. Kristine K. Malkoski in 2020 in connection with the commencement of their employment paid out at 0% in February 2023.

Ø Based on the performance of the Writing Business Unit in 2022, a special PRSU award granted to Ms. Malkoski in 2022 in connection with her appointment as Business Unit CEO for Writing paid out at approximately 33% in May 2023.

Ø Mr. Peterson’s final target total direct compensation (which is comprised of annualized base salary, target annual cash incentive and target value of annual LTIP award) for 2023 was 53% performance-based, and approximately 50% of target total direct compensation of the other named executive officers (on average) was performance-based.

Ø In 2023, the named executive officers received annual LTIP grants that were 50% performance-based, consisting of PRSUs.

Ø The incentive targets for PRSUs granted to named executive officers pursuant to the LTIP in 2023 were weighted 50% to annual adjusted earnings per share performance and 50% to the achievement of free cash flow productivity targets over the three-year performance period, with a +/- 10% modifier based on relative total shareholder return against the TSR Comparator Group (as defined below), representing a continued focus on achieving and sustaining core sales growth, while maintaining an emphasis on cash generation during the performance period.

Ø The annual incentive targets under the Company’s Management Bonus Plan (the “Bonus Plan”) in 2023 for corporate management participants, including Messrs. Peterson, Erceg and Turner, were tied to the achievement of Company-wide goals for adjusted earnings per share, adjusted operating cash flow, adjusted operating income, adjusted gross margin, inventory days on hand and the reduction of stock keeping units (“SKUs”).

Ø The annual incentive targets under the Bonus Plan in 2023 for Mr. McDermott and Ms. Malkoski were weighted 60% to the achievement of Company-wide goals for adjusted earnings per share and adjusted operating cash flow and 40% to the achievement of goals for adjusted operating income, adjusted gross margin, inventory days on hand and SKU reduction at the applicable segment level.

Ø Based on the performance of the Company and the relevant business units in 2023, the Bonus Plan for 2023 paid out at 97% for Messrs. Peterson, Erceg and Turner, 93% for Mr. McDermott and 88% for Ms. Malkoski.

Ø The Committee adopted the 2023 Special Incentive Program (the “SIP”) to incentivize performance against multi-year financial goals and to aid in the retention of certain Company executives, to further enable the business turnaround. The SIP awards to Messrs. Peterson and Erceg are 100% performance-based, while the SIP awards to Messrs. Turner and McDermott and Ms. Malkoski are 50% performance-based.

Ø The incentive targets for PRSUs granted to the named executive officers pursuant to the SIP in 2023 were weighted 50% to gross margin improvement and 50% to achievement of free cash flow productivity targets over the relevant performance periods.

Ø The Company maintains stock ownership and shareholding guidelines for its executive officers and non-employee directors to encourage alignment with stockholder interests.