Defendant Name: Newell Brands Inc.

Defendant Type: Public Company
SIC Code: 3089
CUSIP: 65122910

Initial Case Details

Legal Case Name In the Matter of Newell Brands Inc. and Michael B. Polk
First Document Date 29-Sep-2023
Initial Filing Format Administrative Action
File Number 3-21766
Allegation Type Issuer Reporting and Disclosure

Violations Alleged

Exchange Act
• Rule 12b-20
• Sec 13(a)
• Rule 13a-1
• Rule 13a-11
• Rule 13a-13
• Rule 13a-15
• Sec 13(b)(2)(A)
• Sec 13(b)(2)(B)
Securities Act
• Sec 17(a)(2)
• Sec 17(a)(3)
Other
• Rule 100(b) Regulation G
Additionally, Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Rule 12b-20 of the Exchange Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Sec 13(a) of the Exchange Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Rule 13a-1 of the Exchange Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Rule 13a-11 of the Exchange Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Rule 13a-13 of the Exchange Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Rule 13a-15 of the Exchange Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Sec 13(b)(2)(A) of the Exchange Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Sec 13(b)(2)(B) of the Exchange Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Sec 17(a)(2) of the Securities Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Sec 17(a)(3) of the Securities Act.
Michael B. Polk is alleged to have caused Newell Brands Inc.'s violation of Rule 100(b) Regulation G.

Resolutions

First Resolution Date 29-Sep-2023

Related Documents:

33-11251 29-Sep-2023 Administrative Proceeding
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Finds, and Imposing a Cease-and-Desist Order
On September 29, 2023, the SEC instituted settled cease-and-desist proceedings against Newell Brands Inc. and Michael B. Polk, stating: "This matter involves Newell’s misleading statements regarding non-GAAP financial measures that it called “core sales growth” and “core sales,” which Newell described in its earnings releases as giving investors “a more complete understanding of underlying sales trends.” Newell explained that the core sales measure would allow investors to understand “sales on a consistent basis” by removing from its “net sales” measure the effects of acquisitions, divestitures, and foreign currency fluctuations. Newell disclosed its year-over-year core sales growth rate as part of the headline of its quarterly earnings releases. Newell also provided investors guidance about its expected core sales growth rate, and analysts followed Newell’s publicly announced core sales growth."
2023-210 29-Sep-2023 Press Release--Administrative Proceeding
SEC Charges Newell Brands and Former CEO for Misleading Investors About Sales Performance
On September 29, 2023, the SEC stated that: "[It] charged Newell Brands Inc., a Georgia-based consumer products company and its former CEO, Michael Polk, with misleading investors about Newell’s core sales growth, a non-GAAP (Generally Accepted Accounting Principles) financial measure the company used to explain its underlying sales trends. Both parties agreed to settle the SEC charges."
34-99077 04-Dec-2023 Administrative Proceeding
Extension Order
The Commission ordered that: "Division’s request for an extension of time until December 4, 2024, to submit a Proposed Plan of Distribution is granted."
34-99618 28-Feb-2024 Administrative Proceeding
Order Appointing Tax Administrator
The Commission ordered that: "Miller Kaplan Arase LLP is appointed as the Tax Administrator for the QSF in the above-referenced proceeding."

Other Defendants in Action:

Michael B. Polk