Newell Brands Inc. (NWL) Earnings Call Transcript & Summary

Good morning. This is Ravi Saligram, President and CEO of Newell Brands. The necessary conditions under our bylaws have been met, and I am pleased to call the 2021 Annual Meeting of Stockholders to order. Since March 2020, we've been dealing with unprecedented challenges amidst the COVID-19 pandemic. I'd like to acknowledge the efforts of all of Newell Brands' employees, particularly our frontline employees, whose continued fortitude and diligence has kept the company going over the past year with our results meaningfully accelerating in the back half of 2020. We gained considerable momentum on our turnaround in 2020 and laid a solid foundation to deliver sustainable and profitable growth in the future, which was evidenced in our first quarter of fantastic results. This year, we are once again holding the annual meeting in a virtual format in the interest of the health and safety of our stockholders, employees and Board of Directors. I will not be giving a business presentation today. Instead, I refer you to the first quarter earnings call webcast that can be accessed on our Investor Relations website. After the adjournment of the formal business portion of the meeting today, we will answer questions concerning the matters to be considered at the meeting. I'd like to welcome Pat Campbell, the Chairman of the Board, and other members of the Newell Brands' Board of Directors who are all in attendance today. Finally, on behalf of the Board of Directors, I'd like to take a moment to recognize Steve Strobel, who is retiring from the Board. I'd like to thank Steve for his 15 years of distinguished service to Newell Brands. With that, I'll now turn it over to Brad Turner, Chief Legal and Administrative Officer and Corporate Secretary.

Thank you, Ravi. First, I'd like to acknowledge Nadia Alaudini, the representative from our independent registered audit firm, PricewaterhouseCoopers LLP, who is in attendance today. Now to the business of the meeting. The agenda and rules of conduct for today's annual meeting are both viewable on the virtual meeting portal. To conduct an orderly meeting, we ask that all attendees abide by these rules. The company has received the affidavit of mailing, establishing that notice of this meeting was duly given. Copies of the notice of meeting and affidavit of mailing will be incorporated into the minutes of this meeting. An electronic list of stockholders of record as of the record date is available for inspection by stockholders on the virtual meeting platform. The company's Board of Directors set the close of business on March 9, 2021, as the record date for determining the stockholders entitled to notice of and to vote at this meeting. The Board of Directors has appointed each of myself and Raj Dave as proxies. [ Deborah Baker ] has been appointed as the independent inspector of the election. She is in attendance today, and her oath of office has already been taken and will be filed with the records of the meeting. Voting at this meeting will be submitted via the virtual meeting platform. The independent inspector of election reports that a quorum is present for the meeting. The formal business of this meeting is to vote on the following matters, all as described in the proxy statement. All matters will be voted on at the same time to the submission of the online ballot. Questions that have been submitted to the online question tool will be answered based on the rules of conduct of the meeting. The time is now 9:04 a.m., and I declare that the polls are now open. The first item of business is the election of directors. The number of directors of the corporation has been set at 10 by the Board, pursuant to the bylaws. Ten directors will be elected at this meeting to serve for a 1-year term and until their successors shall be duly elected and qualified. Each director must receive a majority of votes cast with respect to his or her election. Shares not present, shares not voting and shares voting abstain will not affect the election of directors. The company's Board of Directors has nominated Bridget Ryan Berman, Patrick D. Campbell, James R. Craigie, Brett M. Icahn, Jay L. Johnson, Gerardo I. Lopez, Courtney R. Mather, Ravi K. Saligram, Judith A. Sprieser and Robert A. Steele. As described in the proxy statement, the company's restated certificate of incorporation and bylaws, as amended and restated, provide that stockholder nominations for director candidates or other stockholder proposals must be made in writing, addressed to the corporate secretary in accordance with certain notice requirements. No such notice was received for this year's election. The second item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year 2021. The ratification of the appointment of PricewaterhouseCoopers LLP must receive the affirmative vote of the majority of the shares of common stock present virtually or by proxy and entitled to vote at the meeting. Shares not voting and shares voting abstain will have the effect of a vote against the proposal, and shares not present will have no effect on the proposal. The third item of business is the advisory vote regarding approval of the compensation paid to the company's named executive officers. The advisory vote regarding approval of the compensation paid to the company's named executive officers must receive the affirmative vote of the majority of the shares of common stock present virtually or by proxy and entitled to vote at the meeting. Shares not voting and shares voting abstain will have the effect of a vote against the proposal, and share not present will have no effect on the proposal. We now move to the fourth item of business. A shareholder proposal to amend the shareholder right to act by written consent. The full text of this proposal is set forth in the proxy statement and was submitted by [ Mr. John Chevedden ]. I now invite Mr. Chevedden's designated representative, Ms. [ Cam Franklin ], to present the shareholder proposal. If Ms. Franklin in attendance and prepared to present the shareholder proposal, I'd like to invite her to present the proposal and ask that she limit the presentation to 5 minutes. Operator, can you please open Ms. Franklin's line now.

Good morning. Can you hear me?

Yes.

Okay. Proposal #4, improve shareholder written consent. John Chevedden. Shareholders request that our Board of Directors take the steps necessary to enable 10% of shares to request a record date to initiate written consent without a length of stock ownership requirements. Currently, it takes the formal backing of 15% of all shares entitled to vote to simply request a record date. And all shares held for less than 1-unbroken-year are 100% disqualified. Thus the owners of a given 15% of all shares entitled to vote owned for 1-unbroken-year could find that they own 30% of all shares entitled to vote when their shares owned for less than 1 year are included. This means that it could take the formal backing of the owners of 30% of shares to do so little as to apply for a record date. Enabling 10% of shares to apply for a record date for written consent is more than reasonable because scores of companies do not even require 0.1% of stock ownership to do so little as to request a record date. This proposal topic just won majority support at BorgWarner. Our current version of written consent is useless and would not be used by any group of shareholders in their right mind. Why would any group owning 15% of shares for an entire year decide to do so little as to ask management to look at a calendar and name a date for written consent when the same group of shareholders could compel management to hold a special meeting on a topic of their choosing. Shareholders need to be able to accomplish more outside of the shareholder meeting due to the onslaught of online shareholder meetings replacing in-person shareholder meetings. With the near universal use of online annual shareholder meetings, which can be for only 10 minutes, shareholders no longer have the right to discuss concerns with other shareholders, management and directors at a shareholder meeting. Shareholders are also severely restricted in making their views known at online shareholder meetings because all challenging questions and comments can be screened out by management. For instance, Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 online shareholder meeting to bar constructive criticism. Now more than ever, shareholders need to have the option to take action outside of the shareholder meeting since online shareholder meetings are a wasteland in regard to shareholder engagements. Please vote yes, proposal 4, improve shareholder written consent. Thank you very much.

Thank you. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have mailed in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Also, I should add that you've heard the shareholder proposal. As set forth in the proxy statement, the Board of Directors has determined to oppose this proposal and recommends a vote against. We will now conclude voting on the motion to elect directors, the ratification of the appointment of PricewaterhouseCoopers LLP and the advisory vote on executive compensation and the stockholder proposal. The time is now 9:12 a.m., and I declare that the polls are closed. Preliminarily, each director has been elected in accordance with the company's bylaws for a 1-year term expiring in 2022. The ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year 2021 was approved. The advisory vote on the executive compensation paid to the company's named executive officers was approved. The stockholder proposal to amend the right to act by written consent was not approved. The final vote counts will be included in the minutes of this meeting and reported in a current report on Form 8-K. There is no further business to come before this meeting. I would like to thank all of you for your attendance and the formal business portion of the annual meeting is now over. We will turn to any stockholders' questions that have been submitted and are within the parameters of the rules of conduct of the meeting. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any questions we are not able to answer during this session will be answered on the IR website following the meeting. Do we have any questions?

Yes. Good morning, everyone. This is Raj Dave. Can you hear me?

Yes, Raj.

Okay. Yes. We do have some questions this morning. The first question is from Suzie Rucker. Would the company consider virtual access to meetings in the future for those shareholders who cannot attend in person?

Thank you. We appreciate the question. Obviously, we have converted to a virtual meeting format in the interest of health and safety the last 2 years, an unusual time. But at the present, our belief is that the in-person meeting with in-person attendees and discussion is the most efficient and productive way to conduct an annual meeting. So our intent would be to return to that format next year.

Okay. The next question is from John Chevedden. It's a long question, so I'll read through it. Please give examples of product innovations, what type of business might Newell acquire? What are examples of cost-cutting measures that were taken in 2020? Regarding management proposal, how much did we pay the auditors in 2020 and 2019? What is the CEO -- total CEO pay for 2020 and 2019? What percent of employees work-from-home and how will this change in the next 3 months? When were the last share buybacks? And are there programs to encourage employees to be vaccinated?

Okay. Thanks for that. I'll take a little piece of that. The questions regarding auditor pay and CEO pay can both be found in the proxy. So I will refer you to that publicly filed document. And then I think I'll see if Chris wants to take a stab at a couple of those items.

Yes. On the cost-cutting measures taken in 2020, when COVID hit, we took significant actions across the company to try to improve the financial profile of the company during 2020. And those included things like limiting travel spending aggressively going after IT systems conversions, closing some of our real estate locations where we could consolidate and we drove significant overhead cost savings out. In addition to that, we have a fuel productivity program that's focused on gross margin improvement, and that program delivered significant results last year. We took out got close to 4% of the company's cost of goods sold base through the fuel productivity savings. The question on share buybacks, the company has, I think, the last time the company did share repurchase was in 2018. The company has not done share repurchase in 2019, '20 or '21 to date. And as Brad said, the audit fees, just to hit that one, are found on Page 96 of the proxy. But for 2020, the audit fees paid to PwC were $16.3 million.

Okay. Let me answer a couple of the other questions that are asked. First, the question was about acquisitions and M&A. At this time -- and the question was what type of businesses might Newell acquired. We did, obviously, the major acquisition of Jarden. And today, we have a stable of great brands. Our #1 focus from a capital allocation standpoint is really reducing our debt, and we brought that down to an excellent level of 3.3x net debt times EBITDA, and our long-term goal is to get it to 3x. At some point, as we continue to generate more cash, we'll look at what our future capital allocation should be. So at this stage, we've got a number of brands. Acquisitions are not sort of top of mind for us. The second, I think, was -- there was questions about innovations. And we have really done a great job of restarting our whole innovation engine. And we've seen some great new innovations, Sharpie S-Gel has been a fantastic launch for us. And the gel pen category, great innovation. Has captured a ton of share, not only in the gel pen market, but also in total pens. So that's been great. Mr. Coffee Iced has been a fantastic launch for us, especially with the pandemic, a lot of the coffee shops being closed. This has really -- it's now become -- this year, we expanded its distribution, and it's become the #1 coffee selling appliance in some of the sections where it is being sold. FoodSaver VS3000, particularly good for [ store meat ] and for cold meat. This has been a great launch. We've already sold 350,000 units. And so those are just -- Rubbermaid Brilliance Glass was another. We talked about Yankee Candle Signature. So we're very excited about the innovation. I believe a final question was to do with vaccines and how many people are back at work. We've been running -- just for the safety of our office-going employees, we've been keeping very good safety protocols. And it's strictly on a voluntary basis, but we're seeing roughly 10% of our employees coming in every day on a voluntary basis. We've done very good social distancing. But we're looking, as people get -- more vaccinations occur, that sometime in the August timeframe, we will start ramping people coming back into the offices. We're strongly encouraging our employees to get vaccinated. But it's not been mandated because that ultimately is a personal choice. And -- but we -- we are strongly encouraging it. I have got my vaccine, so have my colleagues in this room and many of our Board members. Thank you.

Thank you very much. Ravi, the next question is from [ Michael Pierce ]. Mr. Chairman, the Carpenter Pension Funds totaled -- a total of 388,400 shares of the company's stock. As long-term investors, we strongly believe that the company's executive compensation plan should be designed primarily to drive the successful execution of the Board's long-term strategic business plan. Today's public company executive compensation plans are largely formulaic, peer-related plans with simplistic annual say on pay voting, reinforcing planned homogeneity. With you or the Chair of the comp committee -- Compensation Committee, excuse me, please speak to whether Newell Brands might be better served by an executive compensation plan tailored to specifically to the company's particular circumstances and its unique long-term strategic business plan? Thank you.

Yes. This is Pat Campbell, Chairman. I'll try to take this one. I would say that our design is very company-specific. If you look at our goals -- if you look at our short-term plans, they are based upon achieving revenue, earnings, the cash flows as well as some productivity objectives that all lead towards long-term shareholder value. The long-term plan is based heavily on the stock appreciation of the company. So in that case, the -- we are driving the company towards the long-term strategic goals of the company. And as the company does well, obviously, the shareholders do well and vice versa. So I do not believe our plan is highly formulaic. And basically, it is very company-specific. We do obviously look at peers relative to setting our compensation levels, but our compensation -- our incentive plans are heavily performance-driven.

Thank you. And the next question is [Audio Gap] Pierce. Mr. Chairman, the topic of stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As long-term pension fund investors, the Carpenter Funds appreciate sentiments embodied in stakeholder capitalism perspective, but feel that execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board would use to balance the interest of varied stakeholders as it develops and implements the company's long-term business strategy? Thank you.

Sure. I guess, Ravi, and this is...

Perhaps...

Ravi, why don't you start and then I'll finish.

Yes. Let me talk about it. And so, first of all, thank you for your ownership. And Newell thanks the Carpenter Pension Fund for holding a stake and your confidence in us. But when I went to business school 40 years ago, it was drilled into me that the #1 job of a CEO is to drive shareholder value. And I personally, as the CEO, I'm very committed to that. Having said that, I do not see shareholder value and stakeholder value being mutually exclusive. Stakeholder value is very critical to drive shareholder value because it's all about consumers and customers and communities that we work in. When you get harmony between those because ultimately, as a consumer packaged goods company, we're really in service of consumers, delighting them, giving them peace of mind and moments of joy. And when you do that through great insights and great innovation, obviously, the consumer keeps buying your products and returns to it and you maximize lifetime customer value. At the same time, collaborating with customers is very critical as well. And then the communities we operate in and our employees are a very important group because you want to galvanize them for the noble purpose of driving the company. So I don't see a distance between these 2. And ultimately, when you look at our pre-pandemic levels of our market cap to where we are today, it shows that this formula is working, and we are very committed to continuing to drive shareholder value as well as making sure that all our stakeholders feel good about the company and that Newell is a force for good.

Thanks, Ravi. Are there any further questions?

No more questions.

Okay. Thank you. That is all the time we have for today. I appreciate your attendance at this year's annual meeting, and I now declare the meeting adjourned.