In the Matter of Newell Brands Inc. and Michael B. Polk

Admin. Proc. File No. 3-21766

On September 29, 2023, the Commission instituted and simultaneously settled cease-and-desist proceedings (the “Order”) against Newell Brands Inc. (“Newell”) and Michael B. Polk (“Polk”) (collectively, the “Respondents”). In the Order, the Commission found that Newell made misleading statements regarding non-GAAP financial measures, “core sales growth” and “core sales,” which Newell described in its earnings releases as giving investors “a more complete understanding of underlying sales trends.” From the third quarter of 2016 through the second quarter of 2017 (the "Relevant Period"), Newell announced publicly core sales growth rates that were higher than its actual underlying sales trends. The core sales growth rates were higher because of undisclosed actions taken by Newell and approved by Polk that were unrelated to its actual sales. Newell’s statements to investors were misleading and violated Securities Act Sections 17(a)(2) and 17(a)(3); Exchange Act Sections 13(a) and 13(b) and various rules thereunder, and Rule 100(b) of Regulation G. The Commission ordered Newell and Polk to pay $12,500,000 and $110,000 as civil money penalties, respectively, for a total of 12,610,000 to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 so that the penalties paid can be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order: Release No. 33-11251. 
 
The Fair Fund consists of the $12,610,000 paid by the Respondents. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund. 

On February 28, 2024, the Commission issued an order appointing Miller Kaplan Arase LLP, as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-99618.

On October 11, 2024, the Commission issued an order appointing Simpluris Inc., as the Fund Administrator of the Fair Fund. See the Commission’s Order: Release No. 101313.

On December 4, 2024, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”).  The notice provided/s the public with 30 days to submit their comments on the Proposed Plan.  See the Commission’s Notice:  Release No. 34-101808 and the Proposed Plan .

The Proposed Plan provides that the distribution of the Fair Fund shall be made to those injured investors who purchased or acquired between October 28, 2016 and November 1, 2017, inclusive ("Relevant Period") and suffered a recognized loss as calculated by the methodology used in the plan of allocation in the Proposed Plan.

On January 28, 2025, the Commission issued an order approving the Proposed Plan and simultaneously posted the approved plan of distribution (the “Plan”).  See the Commission’s Order:  Release No. 34-102299 and the Plan.

For more information, please contact the Commission: 
Office of Distributions
Email: ENFOfficeofDistributions@sec.gov