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): March 15, 2019 (March 14, 2019) NEWELL BRANDS INC. (Exact name of registrant as specified in its charter) Delaware 1-9608 36-3514169 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 221 River Street Hoboken, New Jersey 07030 (Address of principal executive offices including zip code) (201) 610-6600 (Registrant’s telephone number, including area code) 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark 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. ☐ Item 1.01. Entry into a Material Definitive Agreement. On March 14, 2019, Newell Brands Inc. (the “Company”) entered into the Sixth Omnibus Amendment, dated as of March 14, 2019 (the “Sixth Amendment”), among Jarden Receivables, LLC (“Jarden Receivables”), the Originators party thereto, the Company, as Servicer, PNC Bank National Association, as Administrative Agent and as a Managing Agent, Wells Fargo Bank, National Association, as Issuing Lender, and each Managing Agent party thereto. The Sixth Amendment amends that certain Loan and Servicing Agreement, dated as of October 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and that certain Receivables Contribution and Sale Agreement, dated as of October 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement” and, together with the Loan Agreement, the “Securitization Documents”). The Sixth Amendment, among other things, (1) amends certain provisions in the Securitization Documents related to representations and warranties and affirmative and negative covenants of the Company and Jarden Receivables relating to the Company’s table top consumer business, (2) modifies the Total Indebtedness to Total Capital covenant to make it consistent with the current provisions of the Company’s revolving credit facility and (3) amends the events of termination, as follows: (i) increasing the Dilution Trigger Ratio limit from 8.5% to 14.0%; (ii) increasing the Delinquency Ratio limit from 4.25% to 8.5%; (iii) increasing the Default Ratio limit from 3.5% to 4.5%; and (iv) increasing the Days Sales Outstanding limit from 80 days to 90 days (each as defined in the Loan Agreement). Certain of the institutions that are parties to the Securitization Documents (and their respective subsidiaries and affiliates) have in the past provided, from time to time, and may in the future continue to provide, investment banking, underwriting, lending, commercial banking, trust and other advisory services to the Company and its subsidiaries and affiliates. These parties have received, and may in the future receive, customary compensation from the Company and its subsidiaries and affiliates for such services. The foregoing description of the Sixth Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sixth Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On March 14, 2019, the Company announced that Michael B. Polk, the Company’s President and Chief Executive Officer and member of the Company’s Board of Directors (the “Board”), will retire from the Company at the end of the second quarter. The Board has commenced a search process to identify the Company’s next Chief Executive Officer and has retained Heidrick & Struggles, a leading global executive search firm, to assist in a thorough search process. A copy of the March 14, 2019 press release announcing Mr. Polk’s departure is attached hereto as Exhibit 99.1 and is incorporated herein by reference. - 2 - Item 9.01. Financial Statements and Exhibits. (d) Exhibits Number Exhibit 10.1 Sixth Omnibus Amendment, dated as of March 14, 2019, by and among Jarden Receivables, LLC, as Borrower, Newell Brands Inc., as Servicer, the Managing Agents named therein, PNC Bank, National Association, as Administrative Agent and Wells Fargo Bank, National Association, as Issuing Lender, to Loan and Servicing Agreement, dated as of October 3, 2016 and Receivables Contribution and Sale Agreement, dated as of October 3, 2016. 99.1 Press Release of Newell Brands Inc. announcing the departure of Michael Polk, dated March 14, 2019. - 3 - 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. NEWELL BRANDS INC. Dated: March 15, 2019 By: /s/ Bradford R. Turner Bradford R. Turner Chief Legal and Administrative Officer and Corporate Secretary Exhibit 10.1 SIXTH OMNIBUS AMENDMENT THIS SIXTH OMNIBUS AMENDMENT, dated as of March 14, 2019 (the “Amendment”) is entered into among Jarden Receivables, LLC (“Jarden Receivables”), the Originators party hereto (the “Originators”), NEWELL BRANDS INC., as Servicer (the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as a Managing Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender (the “Issuing Lender”) and each Managing Agent party hereto. W I T N E S S E T H : WHEREAS, Jarden Receivables, as Borrower, the Servicer, the commercial paper conduits from time to time party thereto, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, the Issuing Lender, the Administrative Agent, and PNC Capital Markets, as Structuring Agent, have entered into that certain Loan and Servicing Agreement, dated as of October 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”); WHEREAS, Jarden Receivables, as Buyer, and the Originators from time to time party thereto have entered into that certain Receivables Contribution and Sale Agreement, dated as of October 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”); WHEREAS, subject to the terms and conditions set forth herein, the parties hereto have agreed to amend certain provisions of the Loan Agreement and the Sale Agreement as described below; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: Section 1. Defined Terms. Unless otherwise amended by the terms of this Amendment, terms used in this Amendment shall have the meanings assigned in the Loan Agreement, and if not defined therein, in the Sale Agreement. Section 2. Amendments to the Loan Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement shall be and hereby is amended as follows: (a) Section 1.01 of the Loan Agreement is amended to insert the following new definitions in appropriate alphabetical order: “Hearthmark Business” means Hearthmark, LLC’s business of developing, manufacturing, marketing, selling, and distributing plastic cutlery products under the Diamond® and private label brands. “Hearthmark Business Sale” means the sale by the Business Sellers to unrelated third parties of the Hearthmark Business through the sale, assignment, transfer and delivery by the Business Sellers of their respective rights, titles and interests in and to the assets, properties, rights, contracts and claims that relate to, are used by or are held for use in connection with, the Hearthmark Business, but excluding Receivables originated by Newell or Hearthmark, LLC in connection with the Hearthmark Business which exist as of the date of the Hearthmark Business Sale, and all Collections and Related Security with respect thereto. (b) The last sentence of Section 4.01(l) of the Loan Agreement is amended and restated to read as follows: Except for (i) amounts owing to Newell Puerto Rico, Ltd. (which shall be electronically swept or otherwise transferred out