Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - SB/RH Holdings, LLC | d317240dex991.htm |
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): December 22, 2016
| Delaware | 001-34757 | 27-2166630 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(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 No.) |
(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)
N/A
(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 (see General Instruction A.2. below):
| ☐ | 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)) |
| Item 7.01 | Regulation FD Disclosure. |
SB/RH Holdings, LLC, which is a wholly-owned direct subsidiary of Spectrum Brands Holdings, Inc. (“Spectrum Brands Holdings”), is furnishing this Current Report on Form 8-K, which incorporates by reference Exhibit 99.1 to this report (the definitive proxy statement on Schedule 14A of Spectrum Brands Holdings filed on December 22, 2016).
| Item 8.01 | Other Events. |
The disclosures included in the following sections in the attached Exhibit 99.1 (and, for the avoidance of doubt, excluding: (i) disclosures in such exhibit that are not included in such sections thereof; and (ii) any disclosures contained in the following sections that are “furnished” rather than filed) are incorporated by reference into this Item 8.01:
| - | BOARD OF DIRECTORS – beginning on page 7. |
| - | EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS – beginning on page 12. |
| - | BOARD ACTIONS; BOARD MEMBER INDEPENDENCE; COMMITTEES OF THE BOARD OF DIRECTORS – beginning on page 13. |
| - | DIRECTOR NOMINATION PROCESS – beginning on page 16. |
| - | EXECUTIVE COMPENSATION (including “Compensation Discussion and Analysis”) – beginning on page 17. |
| - | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS – beginning on page 57. |
| - | EQUITY COMPENSATION PLAN INFORMATION – beginning on page 59. |
| - | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE – beginning on page 62. |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit |
The following exhibit is being filed with this Current Report on Form 8-K.
| Exhibit No. |
Description | |
| 99.1 | Definitive Proxy Statement of Spectrum Brands Holdings, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| SB/RH HOLDINGS, LLC | ||
| By: | /s/ Nathan E. Fagre | |
| Name: | Nathan E. Fagre | |
| Title: | Senior Vice President, Secretary and General Counsel | |
Dated: December 22, 2016