8-K
Spectrum Brands Holdings, Inc. (SPB)
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): July 21, 2022(July 19, 2022)
| 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<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>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<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
3001 Deming Way
Middleton, Wisconsin 53562
(Address of principal executive offices)
(608) 275-3340
(Registrant’s telephone number, includingarea code)
Not applicable
(Former Name or Former Address, if ChangedSince Last Report)
| CIK | 0001592706 |
|---|---|
| Amendment Flag | False |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers |
| --- | --- |
On July 19, 2022, Daniel L. Karpel notified Spectrum Brands Holdings, Inc. (the “Company”) of his intent to resign, effective August 9, 2022, as Chief Accounting Officer of the Company to pursue another opportunity. Mr. Karpel’s departure is not related to any disagreement with the Company’s operations, operating policies or practices.
Effective immediately following Mr. Karpel’s departure, Jeremy W. Smeltser, the Company’s Executive Vice President, Chief Financial Officer, will assume the responsibilities of the role of Chief Accounting Officer. For further information about Mr. Smeltser, please see “Directors, Executive Officers and Corporate Governance – Our Executive Officers” in the Company’s Definitive Proxy Statement filed with the Securities Exchange Commission on July 7, 2022. There is no change in compensation for Mr. Smeltser based on these changes.
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.
Date: July 21, 2022
| SPECTRUM BRANDS HOLDINGS, INC.<br><br> <br>SB/RH HOLDINGS, LLC | ||
|---|---|---|
| By: | /s/ Jeremy Smeltser | |
| Name:<br><br> <br>Title: | Jeremy Smeltser<br> Executive Vice President and Chief Financial Officer |