Form 8-K Spectrum Brands Holdings For: Sep 28

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

 

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):

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 28, 2015, the Board of Directors of Spectrum Brands Holdings, Inc. (the “Company”) elected Andreas Rouve, the Company’s Chief Executive Officer and President, as a director of the Company, effective as of October 1, 2015.  Mr. Rouve will serve as a Class I director for a term expiring at the Company’s 2017 annual meeting of stockholders.

The Company also announced that on September 28, 2015, David R. Lumley, the retired Chief Executive Officer and President of the Company, has resigned from the Company’s Board of Directors, effective as of September 30, 2015.  Mr. Rouve will replace Mr. Lumley on the Board of Directors.  Mr. Lumley’s decision to resign is consistent with his overall plans to ensure a smooth and orderly transition to his successor and with the end of his transition services employment agreement on September 30, 2015, and was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

Mr. Rouve has not yet been appointed to serve on any committees of the Board of Directors.  Mr. Rouve will not receive any additional compensation for his service on the Board of Directors, and he did not enter into any material plan, contract, or arrangement in connection with his election as a director.  Mr. Rouve is not a party to any transaction with the Company that would require disclosure under Item 404(a) of SEC Regulation S-K.

Further information regarding Mr. Rouve’s election as a director and Mr. Lumley’s resignation from the Board is set forth in a press release issued by the Company on September 28, 2015, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits.

The following exhibit is being furnished with this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Spectrum Brands Holdings CEO and President Andreas Rouvé

Elected to Board of Directors

Middleton, WI, September 28, 2015 – Spectrum Brands Holdings, Inc. (NYSE: SPB), a global consumer products company offering an expanding portfolio of leading brands providing superior value to consumers and customers every day, announced today that Chief Executive Officer and President Andreas Rouvé has been elected to the Company’s Board of Directors, effective October 1.   Mr. Rouvé, 53, became CEO and President on April 1, 2015.

The Company also announced that David R. Lumley, retired Chief Executive Officer and President, has elected to resign from the Board of Directors, effective September 30 and consistent with his overall plans to ensure a smooth and orderly transition to his successor and with the end of his transition services employment agreement on September 30, 2015.  Mr. Lumley, 61, served as a Director since April 2010.

“We are pleased to welcome Andreas to our Board as he focuses on accelerating organic growth, expanding regionally, and increasing our rate of product innovation,” said David Maura, Chairman of the Board of Spectrum Brands Holdings.  “Andreas is off to a strong start as our new CEO.  We look forward to working closely with him as he executes on our strategic plans and takes our Company to the next level of growth and profitability.

“On behalf of our Board,” Mr. Maura said, “I want to thank Dave Lumley for his many valuable contributions over the past five years and wish him the very best with all of his future endeavors.”

About Spectrum Brands Holdings, Inc.

Spectrum Brands Holdings is a global and diversified consumer products company and a leading supplier of consumer batteries, residential locksets, residential builders’ hardware, plumbing, shaving and grooming products, personal care products, small household appliances, specialty pet supplies, lawn and garden and home pest control products, personal insect repellents, and auto care products. Helping to meet the needs of consumers worldwide, our Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®, Remington®, George Foreman®, Russell Hobbs®, Black+ Decker®, Farberware®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS®, Eukanuba®, Digest-eeze™, Healthy-Hide®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands' products are sold by the world's top 25 retailers and are available in more than one million stores in approximately 160 countries. Based in Middleton, Wisconsin, Spectrum Brands Holdings generated net sales of approximately $4.43 billion in fiscal 2014. For more information, visit www.spectrumbrands.com.

 

 

Forward-Looking Statements

Certain matters discussed in this news release and other oral and written statements by representatives of the Company regarding matters such as the Company’s ability to meet its expectations for its fiscal 2015 (including its ability to increase its net sales and adjusted EBITDA) may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have tried, whenever possible, to identify these statements by using words like “future,” “anticipate”, “intend,” “plan,” “estimate,” “believe,” “expect,” “project,” “forecast,” “could,” “would,” “should,” “will,” “may,” and similar expressions of future intent or the negative of such terms. These statements are subject to a number of risks and uncertainties that could cause results to differ materially from those anticipated as of the date of this release. Actual results may differ materially as a result of (1) Spectrum Brands Holdings’ ability to manage and otherwise comply with its covenants with respect to its significant outstanding indebtedness, (2) our ability to integrate and realize synergies from our recent acquisitions and any possible future acquisitions, (3) risks related to changes and developments in external competitive market factors, such as introduction of new product features or technological developments, development of new competitors or competitive brands or competitive promotional activity or spending, (4) changes in consumer demand for the various types of products Spectrum Brands Holdings offers, (5) unfavorable developments in the global credit markets, (6) the impact of overall economic conditions on consumer spending, (7) fluctuations in commodities prices, the costs or availability of raw materials or terms and conditions available from suppliers, (8) changes in the general economic conditions in countries and regions where Spectrum Brands Holdings does business, such as stock market prices, interest rates, currency exchange rates, inflation and consumer spending, (9) Spectrum Brands Holdings’ ability to successfully implement manufacturing, distribution and other cost efficiencies and to continue to benefit from its cost-cutting initiatives, (10) Spectrum Brands Holdings’ ability to identify, develop and retain key employees, (11) unfavorable weather conditions and various other risks and uncertainties, including those discussed herein and those set forth in the securities filings of each of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC, including each of their most recently filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q.

Spectrum Brands Holdings also cautions the reader that its estimates of trends, market share, retail consumption of its products and reasons for changes in such consumption are based solely on limited data available to Spectrum Brands Holdings and management’s reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market. Spectrum Brands Holdings also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this release. Spectrum Brands Holdings undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.

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