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) May 24, 2016
 
TUPPERWARE BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction of incorporation)
1-11657
(Commission File Number)
36-4062333
(IRS Employer Identification No.)
 
 
 
14901 South Orange Blossom Trail,
Orlando, Florida
32837
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code 407-826-5050
 
____________________________________
(Former name or former address, if changed since last report.)
 
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 (see General Instruction A.2. below):
[ ] 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))






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As noted in Item 5.07 below, at the Annual Meeting of Shareholders of Tupperware Brands Corporation (the “Company”) held on May 24, 2016 (the “Annual Meeting”), the Company’s shareholders approved the Tupperware Brands Corporation 2016 Incentive Plan (the “2016 Plan”). The 2016 Plan was approved by the Company’s board of directors (the “Board”) on February 18, 2016, subject to approval by the Company’s shareholders, and is effective May 24, 2016.
The purpose of the 2016 Plan is to promote the success and enhance the value of the Company by linking the personal interests of participants to those of the Company’s shareholders and by providing participants with an incentive for outstanding performance. The 2016 Plan is further intended to provide flexibility to the Company in its ability to attract, motivate and retain the services of participants upon whose judgment, interest and special efforts the successful conduct of its operations largely is dependent. The 2016 Plan contemplates the grant of cash or equity-based incentive instruments for employees and consultants of the Company, as well as the use in compensating directors of the Company for their services. The number of shares reserved under the 2016 Plan is 3,500,000, as well as any remaining shares under the Company’s 2010 Incentive Plan. Equity-based incentives could include stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares.
The foregoing description of the 2016 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2016 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The matters described below were voted upon at the Annual Meeting.
The final voting results for each of the proposals submitted to a vote of the Company’s shareholders are set forth below:
 
 
For
 
Against or
Withheld
 
Abstain
 
Broker non-votes
(1
)
To elect the following Directors to one year terms expiring in 2017:
 
 
 
 
 
 
 
 
Catherine A. Bertini
39,792,942

 
742,292

 
45,430

 
5,847,307

 
Susan M. Cameron
39,040,107

 
1,495,193

 
45,364

 
5,847,307

 
Kriss Cloninger, III
39,525,873

 
1,007,417

 
47,374

 
5,847,307

 
Meg Crofton
40,341,221

 
193,558

 
45,885

 
5,847,307

 
E. V. Goings
38,863,025

 
1,667,371

 
50,268

 
5,847,307

 
Angel R. Martinez
37,027,746

 
3,507,950

 
44,968

 
5,847,307

 
Antonio Monteiro de Castro
40,110,194

 
421,961

 
48,509

 
5,847,307

 
Robert J. Murray
39,853,437

 
677,526

 
49,701

 
5,847,307

 
David R. Parker
40,029,217

 
501,561

 
49,886

 
5,847,307

 
Richard T. Riley
40,000,240

 
528,763

 
51,661

 
5,847,307

 
Joyce M. Roché
40,179,070

 
355,195

 
46,399

 
5,847,307

 
M. Anne Szostak
39,462,667

 
1,069,526

 
48,471

 
5,847,307

(2
)
To approve the advisory vote on the Company's executive compensation program
38,606,904

 
1,731,968

 
241,792

 
5,847,307

(3
)
To approve the the Tupperware Brands Corporation 2016 Incentive Plan
35,923,603

 
4,446,740

 
210,321

 
5,847,307

(4
)
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016
45,580,813

 
788,159

 
58,999

 
—


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Tupperware Brands Corporation 2016 Incentive Plan






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.

 
TUPPERWARE BRANDS CORPORATION
 
 
 
Date: May 26, 2016
By:
/s/ Thomas M. Roehlk
 
Thomas M. Roehlk
 
Executive Vice President, Chief Legal Officer and Secretary



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