NEWELL BRANDS INC. February 8, 2023
Exhibit 99.3
XXXXXX BRANDS INC.
February 8, 2023
| To: | Each of the persons or entities listed on Schedule A (the “Icahn Group”) |
Ladies and Gentlemen:
Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement, dated as of March 18, 2018, as amended from time to time, among Xxxxxx Brands Inc. (the “Company”) and the Icahn Group (the “Nomination Agreement”). This letter agreement (the “Letter Agreement”) shall take effect only upon the approval of this Letter Agreement by the Company’s Board of Directors (“Board”), the Board’s nomination of Gaoxiang (Xxxx) Hu for election as a director of the Company at the company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and the designation by the Board of Xxxxxx X. Xxxxxx to serve as the Chairman of the Board (the time at which all of these conditions have been satisfied referred to herein as the “Effective Time”). If the Effective Time has not occurred by the close of business on February 9, 2023, the Letter Agreement shall be terminated automatically and of no further force or effect.
Subject to the foregoing, the Nomination Agreement shall be amended as follows as of the Effective Time:
| 1. | Xxxxxxx X. Xxxxxxxx will cease to be the New Independent Director (although he will remain on the Board, if re-elected at the Annual Meeting) upon the conclusion of the 2023 Annual Meeting; |
| 2. | Xxxxxxxx X. Xxxxxx will cease to be an Icahn Designee (although he will remain on the Board, if re-elected at the Annual Meeting) and will cease to be a member of the Icahn Group, in each case upon the conclusion of the 2023 Annual Meeting; |
| 3. | The New Independent Director will be Xxxxxxxx X. Xxxxxx upon the conclusion of the 2023 Annual Meeting; |
| 4. | Xxxx Xx will be nominated to stand for election as a director of the Company at the 2023 annual Meeting; |
| 5. | The Icahn Designees will be Xxxxx X. Xxxxx and Xxxx Xx upon the conclusion of the 2023 Annual Meeting; and |
| 6. | Subject to his election as a director of the Company at the 2023 Annual Meeting, Xxxx Xx will be appointed to serve on the Finance Committee of the Board, and the Finance Committee may have up to five members from and after the time of such appointment (notwithstanding any contrary provision of the Nomination Agreement). |
The Company hereby agrees that it will nominate the individuals set forth above to be elected as directors of the Company at the 2023 Annual Meeting. The Icahn Group hereby agrees that this Letter Agreement satisfies the notice requirement regarding renomination of the Icahn Designees and the New Independent Director in Section 1(a)(vi) of the Nomination Agreement and waives the thirty-five (35) calendar day advance notice deadline therein.
The Icahn Group consents in all respects to the designation by the Board of Xxxxxx X. Xxxxxx to serve as the independent, non-executive Chairman of the Board and acknowledges that the New Independent Director will cease to serve as Chairman of the Board from and after the conclusion of the Annual Meeting; provided, however, in the event Xxxxxx X. Xxxxxx is unable or unwilling to continue to serve as Chairman of the Board for whatever reason, then the designation of a new Chairman shall be subject to the provisions of Section 1(a)(xi) of the Nomination Agreement.
Except as expressly set forth herein, the Nomination Agreement and each document executed and delivered in connection therewith remains in full force and effect in accordance with its terms.
Please confirm your agreement with the foregoing by signing and returning one copy of this Letter Agreement to the undersigned.
| Very truly yours, | ||
| XXXXXX BRANDS INC. | ||
| By: | /s/ Xxxxxxxx X. Xxxxxx | |
| Name: Xxxxxxxx X. Xxxxxx Title: Chief Legal and Administrative Officer | ||
Accepted and agreed as of the date first written above:
| XXXX X. XXXXX | ||
| /s/ Xxxx X. Xxxxx | ||
| Xxxx X. Xxxxx | ||
| XXXXX X. XXXXX | ||
| /s/ Xxxxx X. Xxxxx | ||
| Xxxxx X. Xxxxx | ||
| XXXXXXXX X. XXXXXX | ||
| /s/ Xxxxxxxx X. Xxxxxx | ||
| Xxxxxxxx X. Xxxxxx | ||
| XXXXXXXX XX | ||
| /s/ Xxxxxxxx Xx | ||
| Xxxxxxxx Xx | ||
| HIGH RIVER LIMITED PARTNERSHIP | ||
| By: Barberry Corp., its sole member | ||
| By: | /s/Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Vice President | ||
| BARBERRY CORP. | ||
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Vice President | ||
| ICAHN PARTNERS LP | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Operating Officer | ||
| ICAHN PARTNERS MASTER FUND LP | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Operating Officer | ||
| ICAHN ENTERPRISES G.P. INC. | ||
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Chief Financial Officer | ||
| ICAHN ENTERPRISES HOLDINGS L.P. | ||
| By: Icahn Enterprises G.P. Inc., its general partner | ||
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Chief Financial Officer | ||
| IPH GP LLC | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Operating Officer | ||
| ICAHN CAPITAL LP | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Operating Officer | ||
| ICAHN ONSHORE LP | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Operating Officer | ||
| ICAHN OFFSHORE LP | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Operating Officer | ||
| BECKTON CORP | ||
| By: | /s/ Xxx Xxxxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxxxx | ||
| Title: Vice President | ||
SCHEDULE A
Barberry Corp.
Beckton Corp.
Icahn Capital LP
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Icahn Offshore LP
Icahn Onshore LP
Icahn Partners LP
Icahn Partners Master Fund LP
IPH GP LLC
Icahn Capital LP
High River Limited Partnership
XXXX X. XXXXX
XXXXX X. XXXXX
XXXXXXXX XX
