UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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☐		Preliminary Proxy Statement
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☒		Definitive Proxy Statement
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☐		Soliciting Material Pursuant to §240.14a-12

TUPPERWARE BRANDS CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Tupperware Brands Corporation

14901 S. Orange Blossom Trail

Orlando, FL 32837

 

 

Mailing Address:

Post Office Box 2353

Orlando, FL 32802-2353

 

To Our Shareholders:

It is our pleasure to invite you to attend the annual meeting of shareholders of Tupperware Brands Corporation to be held on Wednesday, May 22, 2019, at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida 32827. The meeting will begin at 1:00 p.m.

Effective at our annual meeting of shareholders, Antonio Monteiro de Castro and David R. Parker, who have served Tupperware Brands Corporation as directors since 2010 and 1997, respectively, will be retiring from our Board of Directors. We thank Messrs. Monteiro de Castro and Parker for their service and express our appreciation for their dedication, contributions and leadership during their years with us.

The notice of meeting and proxy statement following this letter describe the business expected to be transacted at the meeting. During the meeting we will also report on the current activities of the Company, and you will have an opportunity to ask questions. Whether or not you plan to attend this meeting, we urge you to sign the enclosed proxy card and return it, or to submit your proxy telephonically or electronically, as soon as possible so that your shares will be represented.

On behalf of the Board of Directors and Tupperware management, we thank you for your interest and support.

 

Sincerely,
Rick Goings		Tricia Stitzel
Executive Chairman		President & Chief Executive Officer

April 5, 2019

Tupperware Brands Corporation

14901 S. Orange Blossom Trail

Orlando, FL 32837

 

 

Mailing Address:

Post Office Box 2353

Orlando, FL 32802-2353

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2019 annual meeting of shareholders of Tupperware Brands Corporation will be held at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida 32827, on Wednesday, May 22, 2019, at 1:00 p.m., to consider and vote upon:

 

1.

The election of the eleven nominees for director named in the attached proxy statement for a term expiring at the 2020 annual meeting of shareholders;

 

2.

An advisory vote to approve the Company’s executive compensation program;

 

3.

The proposal to approve the Tupperware Brands Corporation 2019 Incentive Plan;

 

4.

The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019; and

 

5.

Such other business as may properly come before the meeting and any adjournment or postponement thereof.

The foregoing matters are described in more detail in the attached proxy statement.

Please complete and sign the enclosed proxy card and return it promptly in the accompanying postage-paid envelope or submit a proxy telephonically or electronically, as outlined in the voting materials. This will ensure that your vote is counted whether or not you are able to be present. If you attend the meeting, you may revoke your proxy and vote in person.

If you are a shareholder of record and plan to attend the meeting, please check your proxy card in the space provided or indicate your intention to attend as instructed by the telephonic and electronic voting instructions. Your admission ticket will be mailed to you prior to the meeting date. If your shares are not registered in your name, please advise the shareholder of record (your broker, bank, etc.) that you wish to attend. That firm will provide you with evidence of ownership, which will admit you to the meeting.

 

By order of the Board of Directors,

Karen M. Sheehan Executive Vice President, Chief Legal Officer and Secretary

April 5, 2019

TABLE OF CONTENTS

 

		Page Number
Proxy Summary			1
General Information			5
Voting at the Meeting			5
1.  Election of Directors			5
Board of Directors-Nominees for Election			5
Vote Required and Resignation Policy			9
Board Committees			10
Board Meetings and Annual Meeting of Shareholders and Directors’ Attendance			12
Corporate Governance			12
Diversity			13
Strategy and Risk Oversight			13
Board Leadership Structure			14
Environmental, Social and Governance Highlights			15
Security Ownership of Management			17
Security Ownership of Certain Beneficial Owners			18
Section 16(a) Beneficial Ownership Reporting Compliance			18
Equity Compensation Plan Information			19
Transactions with Related Persons			19
Report of the Audit, Finance and Corporate Responsibility Committee			20
Compensation of Directors and Executive Officers			21
Compensation Discussion & Analysis			21
Summary			21
Management Succession and Transition			21
Changes to 2019 Executive Compensation			21
2018 Say-on-Pay Results			22
2018 Business Results			22
Executive Compensation Design & Governance Best Practices			23
2018 Compensation Highlights			24
2018 – 2019 Shareholder Outreach			25
Executive Compensation Philosophy			26
Attract, Retain and Motivate the Company’s Key Leadership			26
Target Pay Mix for Executive Officers			26
Role of the Committee in Compensation Decisions			27
Peer Group & Compensation Benchmarking			27
Pay Positioning for Executive Officers			28
Elements of Officer Direct Compensation			28
Base Salary			28
Annual Incentive Program			29
Long-Term Incentive Programs			33
Other Elements of Total Compensation			36
Retirement and Savings Plans			36
Health and Welfare Plans and Perquisites			37
Expatriate, Assignment & Relocation Benefits			37
Change-in-Control Agreements			37
Other Compensation Practices			37
Stock Ownership and Holding Requirements and Anti-Hedging and Pledging Policies			37
Recapture of Awards and Payments			38
Compensation Committee Interlocks and Insider Participation			38
Compensation and Management Development Committee Report			38
2018 Summary Compensation Table			39
2018 Grants of Plan-Based Awards			41
Outstanding Equity Awards at Fiscal Year-End 2018			42
Option Exercises and Stock Vested in 2018			44

		Page Number
Pension Benefits			44
2018 Pension Benefits Table			44
Base Retirement Plan			44
Supplemental Plan (Defined Benefit Portion)			45
Supplemental Executive Retirement Plan			45
2018 Non-Qualified Deferred Compensation			45
Executive Deferred Compensation Plan			45
Select Deferred Compensation Plan			46
Global Benefits Plan			46
Supplemental Plan (Defined Contribution Plan Portion)			46
2018 Non-Qualified Deferred Compensation Table			47
Potential Payments Upon Termination or Change-in-Control			47
Change-in-Control Payments			47
Severance Agreement with CEO			48
Other Termination Provisions			48
2018 Payments Upon Hypothetical Termination and Termination Following a Change-in-Control			49
2018 CEO to Median Employee Pay Ratio			51
2018 Director Compensation			52
Director Compensation Philosophy, Design and Stock Ownership			52
2.  Advisory Vote to Approve the Company’s Executive Compensation Program			53
Vote Required			54
3.  Proposal to Approve the Tupperware Brands Corporation 2019 Incentive Plan			55
Plan Highlights			55
Description of Plan			56
Vote Required			60
4.  Proposal to Ratify the Appointment of Independent Registered Public Accounting Firm			60
Fees Paid to Independent Registered Public Accounting Firm			60
Approval of Services			61
Vote Required			61
5.  Other Matters			61
Discretionary Authority			61
Shareholder Proposal Notice Requirements			61
Expenses and Methods of Solicitation			61
Delivery of Documents			62
Appendix A			A-1

 

 

As used in this proxy statement, the terms “we”, “us”, “our”, the “Company” or “Tupperware” refer to Tupperware Brands Corporation.

 

Proxy Summary

This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete Tupperware Brands Corporation Proxy Statement and 2018 Annual Report before you vote.

2019 Annual Meeting Key Facts

 

Time and       Date		Wednesday, May 22, 2019, at 1:00 p.m. EDT
Place		Hyatt Regency Orlando International Airport 9300 Jeff Fuqua Boulevard Orlando, Florida 32827
Record       Date		Close of business on March 25, 2019
Voting		Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting.
Admission		Attendance is offered to shareholders on the record date or their proxy holders only. We require a ticket for admission to the meeting. Please also bring proof of your common share ownership, such as a current brokerage statement, and photo identification.

How to Vote

 

Shareholders of record on the Record Date are entitled to vote in the following ways:

Call 1 (866) 883-3382 (toll free) in the  United States or Canada

Visit www.proxypush.com/tup

Return a properly completed, signed and dated proxy card

Attend the Annual Meeting of Shareholders in person and vote your shares

 

1

Meeting Agenda Items

 

ITEM 1		ELECTION OF DIRECTORS   You are being asked to elect 11 directors, as set forth below, to hold office until the 2020 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.

SUMMARY INFORMATION ABOUT OUR DIRECTOR NOMINEES

Additional information about our director nominees can be found under “Election of Directors” starting on page 5. Antonio Monteiro de Castro and David R. Parker, who have served as directors since 2010 and 1997, respectively, will not be running for re-election at the Annual Meeting.

 

Catherine     A.     Bertini

Susan M.    Cameron

Kriss     Cloninger     III

Meg     Crofton

E.V.     (Rick)     Goings

Angel R.   Martinez

Christopher   D. O’Leary

Richard   T. Riley

Joyce M.   Roché

Patricia A.   Stitzel

M. Anne Szostak

Experience, Skills, Expertise

CEO or COO (or comparable) of Public Company

✓

✓

✓

✓

✓

✓

✓

✓

✓

CEO or COO (or comparable) of Private Company or Organization

✓

✓

✓

✓

✓

Consumer Products or Services

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Direct Selling Industry

✓

✓

✓

✓

Purpose-Driven Brand

✓

✓

✓

✓

✓

International Experience

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Sales and Marketing

✓

✓

✓

✓

✓

✓

✓

✓

✓

Financial Expertise

✓

✓

✓

✓

Private Investments

✓

✓

✓

✓

✓

✓

Other Public Company Board Member

✓

✓

✓

✓

✓

✓

✓

✓

✓

Philanthropy and Community Service

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Academia

✓

Demographic Background

Gender

Female

F

F

F

F

F

F

Male

M

M

M

M

M

Race, Ethnicity (optional reporting)

African American/ Black

✓

Asian, Hawaiian or Pacific Islander

White/Caucasian

✓

✓

✓

✓

✓

✓

✓

✓

✓

Hispanic/Latino

✓

Native American

Other

Did not wish to identify

 

		ITEM 1 RECOMMENDATION: OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR  THE ELECTION OF ALL ELEVEN DIRECTOR NOMINEES

 

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ITEM 2		ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION PROGRAM (SAY ON PAY)   You are being asked to approve, on an advisory basis, our executive officer compensation program as described in the Compensation Discussion and Analysis and the executive compensation tables and accompanying narrative disclosure, as provided starting on page 21 of this proxy statement. We believe that our program incentivizes and rewards our leadership for increasing shareholder value and aligns the interests of our leadership with those of our shareholders on an annual and long-term basis.

In May 2018, the Company appointed Patricia A. Stitzel to the position of President and Chief Executive Officer, and the shareholders elected her to our Board. The direct compensation package for Ms. Stitzel, as described in the “Elements of Officer Direct Compensation” section starting on page 28 below, increased her base salary from $550,000 to $850,000, her Annual Incentive Program (“AIP”) target bonus percentage from 80% to 105% (note that it was further increased to 115% in February 2019) and her 2018 stock grant fair value from $900,000 to $2,500,000. As part of this executive transition, E.V. (Rick) Goings retired as Chief Executive Officer and was appointed as the Company’s Executive Chairman. In recognition of his reduced involvement in the day-to-day activities of the business following the transition, the Board reduced Mr. Goings’ direct compensation package through decreases of his base salary from $1,000,000 to $500,000, his AIP target bonus from 115% to 100% and his stock grant fair value from $5,000,000 to $2,000,000.

With respect to 2019 compensation practices, the Company made several important changes, including the addition of a local currency sales growth measure to our Annual Incentive Award program, with a tripwire whereby no award will be paid based on sales performance unless at least threshold performance is met under the program’s income measure. In addition, changes were made to the November 2018 annual stock-based incentive program grants, from a previously weighted mix of 45% stock options and 55% performance shares to 25% stock options, 25% restricted stock units and 50% performance shares. Also, the Company decided to shift the timing of the grants of both elements of the 2019 – 2021 performance share awards (relative total shareholder return (“rTSR”) and earnings per share (“EPS”)) to February 2019, and to shift the timing of all elements of annual equity grants going forward from November to February, beginning with February 2020.

 

ITEM 2 RECOMMENDATION: OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

 

ITEM 3		APPROVE THE TUPPERWARE BRANDS CORPORATION 2019 INCENTIVE PLAN   We are seeking approval of the Tupperware Brands Corporation 2019 Incentive Plan (the “2019 Plan”), to authorize 850,000 additional shares (which is 2.65 million fewer shares than approved by the shareholders in May 2016 under our existing 2016 Incentive Plan). After rolling over the shares outstanding under our existing 2016 Plan of approximately 1.73 million shares, this would bring the total authorized shares for use under the 2019 Plan to approximately 2.58 million shares. Based on a review of prevalent equity compensation practices, the Compensation & Management Development Committee of our Board decided to request a smaller quantity of shares and return to the shareholders more frequently, rather than requesting a larger quantity less frequently.

The 2019 Plan was largely based on the 2016 Incentive Plan, but with modifications to delete provisions specifically included to comply with the historical performance-based compensation exemption under Section 162(m) of the Internal Revenue Code and other administrative changes such as (i) deleting the fungible share ratio for deducting shares subject to equity awards granted under the 2019 Plan from the authorized share pool, (ii) expanding the ability of the Compensation & Management Development Committee of our Board to provide for continued or accelerated vesting of equity awards in connection with terminations of employment, and (iii) requiring that all dividends and dividend equivalents be subject to the same vesting conditions as the underlying equity awards.

 

ITEM 3 RECOMMENDATION: OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR  THE APPROVAL OF THE TUPPERWARE BRANDS CORPORATION 2019 INCENTIVE PLAN.

 

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ITEM 4		RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019   You are being asked to ratify our Audit, Finance and Corporate Responsibility Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for fiscal year 2019. PwC has been our auditor since 1995. The fees paid to PwC for fiscal years 2018 and 2017 are detailed on page 60 below. One or more representatives of PwC will be present at the 2019 annual meeting. They will be given the opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions.

 

ITEM 4 RECOMMENDATION: OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR  THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019.

 

4

General Information

This proxy statement is furnished in connection with the solicitation on behalf of the Board of Directors (the “Board”) of Tupperware Brands Corporation (the “Company”) of proxies to be voted at the 2019 annual meeting of shareholders of the Company (the “2019 annual meeting”) to be held on May 22, 2019 at 1:00 p.m., and at any adjournment or postponement thereof. The 2019 annual meeting will be held at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida 32827. A notice regarding the availability of proxy materials for the 2019 annual meeting is being mailed to shareholders on or about April 5, 2019.

Voting at the Meeting

The Board has fixed the close of business on March 25, 2019 as the record date for determining shareholders entitled to vote at the 2019 annual meeting. On that date there were outstanding 48,733,512 shares of the Company’s common stock, each of which is entitled to one vote. A majority of the shares outstanding and entitled to vote at the 2019 annual meeting will constitute a quorum for the transaction of business. In this regard, abstentions and “broker non-votes” will be included in the number of shareholders present at the 2019 annual meeting for purposes of determining the presence of a quorum.

Shares for which there is a properly executed proxy will be voted in accordance with the instructions indicated. If no instructions are indicated in a properly executed proxy, such shares will be voted as recommended by the Board. A shareholder who has given a proxy may revoke it by voting in person at the 2019 annual meeting, or by giving written notice of revocation or a later-dated proxy to the Secretary of the Company at any time before the closing of the polls at the 2019 annual meeting. The Company has appointed an officer of Equiniti Trust Company, transfer agent for the Company, as the independent inspector of election to act at the 2019 annual meeting.

For all matters to be voted upon by shareholders at the 2019 annual meeting, the Company’s Amended and Restated By-Laws (the “By-Laws”) require the affirmative vote of a majority of the votes cast at the 2019 annual meeting. Other than with respect to Proposal 3 (the approval of the Tupperware Brands Corporation 2019 Incentive Plan), abstentions are not treated as votes cast and will not have any impact on the outcome of any of the matters to be voted upon by shareholders at the 2019 annual meeting. However, with respect to Proposal 3, per the New York Stock Exchange Listed Company Manual, abstentions will be treated as “votes cast” and an abstention will have the same effect as a vote “against” Proposal 3 for purposes of determining whether Proposal 3 has been approved.

Brokers who are registered shareholders owning shares on behalf of beneficial owners are required under stock exchange rules to obtain the instructions of beneficial owners before casting a vote on a non-routine matter. In the absence of such instructions, the broker may not vote the shares on such matters, and such a situation is referred to as a “broker non-vote.” The voting items regarding the election of directors, the advisory vote regarding the Company’s executive compensation program and the approval of the Tupperware Brands Corporation 2019 Incentive Plan require a beneficial owner’s instructions to a broker. Broker non-votes are not treated as votes cast for purposes of these items and will not have any impact on the outcome. The voting item to ratify the appointment of the independent registered public accounting firm is the only routine matter on which brokers who are registered shareholders owning shares on behalf of beneficial owners are permitted under stock exchange rules to cast a vote without instructions of beneficial owners.

1.    Election of Directors

Board of Directors—Nominees for Election

As previously announced, on January 25, 2019, the Board increased the number of directors of the Company from twelve to thirteen, and elected Christopher D. O’Leary to serve as a director, effective immediately. The Company’s Board is currently comprised of thirteen directors. All of the current directors are standing for re-election at the 2019 annual meeting, with the exceptions of Antonio Monteiro de Castro and David. R. Parker, each of whom will be retiring from the Board at the 2019 annual meeting at the end of his current term. The Company thanks Messrs. Monteiro de Castro and Parker for their service on the Board. The Board has approved a resolution so that, following the 2019 annual meeting, the size of the Board will be reduced from thirteen to eleven members.

The nominees for election as directors for the new term are those persons named in this proxy statement: Catherine A. Bertini, Susan M. Cameron, Kriss Cloninger III, Meg Crofton, E.V. (Rick) Goings, Angel R. Martinez, Christopher D. O’Leary, Richard T. Riley, Joyce M. Roché, Patricia A. Stitzel and M. Anne Szostak. Unless otherwise

 

5

specified, proxy votes will be cast for the election of all of the nominees as directors. If any such person should be unavailable for election, resign or withdraw, the Board has authority to either reduce the number of directors accordingly or designate a substitute nominee. In the latter event, it is intended that proxy votes will be cast for the election of such substitute nominee. Shareholder nominations of persons for election as directors are subject to the notice requirements described under the caption “Other Matters” on page 61 below.

The following is information concerning the nominees for election, each of whom has a current term expiring at the 2019 annual meeting. The nominations are for a term expiring at the annual meeting of shareholders in 2020 and until a successor is duly elected and qualified or until his or her earlier resignation or removal. Information regarding some of the experience, qualifications, attributes and/or skills that led to the conclusion that the nominee should serve as a director is included within each person’s biographical information.

 

		CATHERINE A. BERTINI   Chair of the Global Alliance for Improved Nutrition (GAIN) since January 2019, Fellow at The Rockefeller Foundation since October 2017, and Distinguished Fellow at The Chicago Council on Global Affairs since June 2008. She is also a Professor Emeritus of the Maxwell School of Citizenship and Public Affairs at Syracuse University, where she was a Professor from August 2005 until August 2017. Ms. Bertini has extensive experience in dealings with international organizations, including having served as an Under Secretary General of the United Nations, in which role she was responsible for leading an organization with a $2 billion budget and operations in over 80 countries. Age: 69. First elected: 2005.
		SUSAN M. CAMERON   Retired Chairman and Chief Executive Officer of Reynolds American Inc., a publicly-traded tobacco company, where she served as its Non-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 to May 2017, and its President and Chief Executive Officer and member of the board of directors from 2014 to December 2016 and 2004 to 2011. Ms. Cameron also serves on the board of nVent Electric plc. She previously served, within the past five years, on the board of R.R. Donnelley & Sons Company. Ms. Cameron has considerable experience as a chief executive officer of a public company and in the marketing function for international, name-brand consumer products companies, in addition to having served on boards of other public companies. Age: 60. First elected: 2011.
		KRISS CLONINGER III   Retired President of Aflac Incorporated, an insurance and financial services firm, effective December 31, 2017. He currently serves as a consultant to Aflac, where he served in various leadership roles since 1992, including as President and member of the board of directors from 2001 to December 2017, and as Chief Financial Officer from 1992 until July 2015. Mr. Cloninger currently serves on the board of Total System Services, Inc. He has extensive experience as a senior executive officer of a public company with a distribution channel that is comparable to the Company’s and possesses financial expertise, in addition to having served on boards of other public companies. He also possesses substantial international business experience. Age: 71. First elected: 2003.

 

6

		MEG CROFTON   Retired President, Walt Disney Parks & Resorts Operations, U.S. & France for The Walt Disney Company, a diversified worldwide entertainment company, a position she held from 2011 to 2015. Ms. Crofton also served as President, Walt Disney World Resort, from 2006 to 2013, and previously in various positions of increasing responsibility for The Walt Disney Company since 1977. She currently serves on the boards of Cracker Barrel Old Country Stores, Inc. and HCA Healthcare, Inc. Ms. Crofton has extensive experience in diversified operations, staff and executive roles with a highly respected global brand, in addition to having served on boards of other public companies. Age: 65. First elected: 2016.
		E.V. (RICK) GOINGS   Executive Chairman of the Company since May 2018, after serving as its Chairman and Chief Executive Officer since October 1997. Mr. Goings will retire from his employment with the Company on May 22, 2019, the date of the 2019 annual meeting, and has received a waiver by the Nominating and Governance Committee of the Board of the retirement policy for inside directors to allow his nomination as a director for the coming term. Mr. Goings has decades of business experience and considerable skills in senior management at corporate and business unit levels with publicly-owned direct-to-consumer marketers of name brand consumer products, including beauty products, on a global basis, in addition to having served on boards of other public companies. Age: 73. First elected: 1996.
		ANGEL R. MARTINEZ   Retired Chairman and Chief Executive Officer of Deckers Outdoor Corporation, a publicly-traded outdoor footwear manufacturer, where he served as Chairman of the board from May 2008 until September 2017 and Chief Executive Officer from April 2005 until May 2016. He currently serves on the board of Korn Ferry. Mr. Martinez has considerable experience as a board chair of a public company, a chief executive officer of a public company, and in the marketing function for name brand consumer products companies, in addition to having served on boards of other public companies. Age: 63. First elected: 1998.

 

7

		CHRISTOPHER D. O’LEARY   Partner, Twin Ridge Capital Management, a private investment firm, since September 2018. Mr. O’Leary is the former Executive Vice President and Chief Operating Officer, International for General Mills, Inc., a publicly-traded food company, from 2006 to 2016 after serving in various positions of increasing responsibility since 1997. He previously spent 16 years at PepsiCo, Inc., a publicly-traded multinational food and beverage corporation, where he held numerous roles, culminating in Chief Executive Officer and President of Hostess, Frito-Lay, Inc. Mr. O’Leary currently serves on the board of Telephone and Data Systems, Inc. and he previously served, within the past five years, on the board of Newell Rubbermaid, Inc. (now Newell Brands, Inc.). He has extensive executive experience with public companies with highly-respected global brands, and brings more than 37 years of consumer products industry experience, in addition to having served on boards of other public companies. Mr. O’Leary was identified as a director nominee through a formal search process led by Heidrick & Struggles International, Inc. Age: 59. First elected: January 2019.
		RICHARD T. RILEY   Retired Chairman and Chief Executive Officer of LoJack Corporation (“LoJack”), a publicly-traded provider of tracking and recovery systems. He served as Chairman of the board of LoJack from November 2006 to May 2012; Chief Executive Officer from November 2006 to February 2008 and again from May 2010 to November 2011; and President, Chief Operating Officer and a director from February 2005 through November 2006 and again from May 2010 to November 2011. Mr. Riley also serves on the board of Dorman Products, Inc. Mr. Riley also served, within the past five years, as a member of the board of Cimpress, N.V., including as Chairman of the board from August 2009 to November 2018. Mr. Riley has extensive experience in leading companies as a chief executive officer and board member. Age: 62. First elected: 2015.
		JOYCE M. ROCHÉ   Author and retired President and Chief Executive Officer of Girls, Inc., a national non-profit youth organization whose purpose is to inspire girls to be strong, smart and bold, a position she held from 2000 to 2010. Ms. Roché currently serves as a director of AT&T Inc. and Macy’s, Inc. Ms. Roché previously served, within the past five years, on the board of Dr. Pepper Snapple Group. Ms. Roché has considerable experience as a chief operating officer of a public company and in the marketing function for a large direct-to-consumer beauty products company, in addition to having served on boards of other public companies. Age: 72. First elected: 1998.

 

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		PATRICIA A. STITZEL   President and Chief Executive Officer of the Company since May 2018, after serving as President and Chief Operating Officer since October 2016. Ms. Stitzel has held several positions of increasing responsibility with the Company since 1997, including Group President, Americas since January 2014, Senior Area Vice President, Central Europe since March 2013, and an Area Vice President covering Europe, Middle East and Africa since June 2010, and Nutrimetics Europe since November 2008. Ms. Stitzel began her career with the Company in human resources, including as the Vice President, Human Resources for Tupperware Europe, Africa, Middle East, Worldwide Operations, and North America at various times since 1998. Ms. Stitzel has extensive experience and knowledge of the Company’s operations from her tenure at the Company and her experience as Chief Executive Officer. Age: 53. First elected: 2018.
		M. ANNE SZOSTAK   Retired executive officer with Fleet/Boston Financial Group (now Bank of America), a diversified financial services company, with 31 years of service, including as Chairman and Chief Executive Officer of Fleet Bank-Rhode Island from 2001 to 2003, Chairman, President and Chief Executive Officer of Fleet-Maine from 1991 to 1994, and Corporate Executive Vice President and Chief Human Resources Officer of FleetBoston Financial Group from 1998 to 2004. After her retirement, Ms. Szostak founded Szostak Partners, an executive coaching and human resources consulting firm, and as President of Szostak Partners, she provides strategic advice and counsel to clients. Ms. Szostak currently serves as a director of IDEXX Laboratories, Inc. She previously served on the board of directors of Dr Pepper Snapple Group, Inc., within the past five years. Ms. Szostak has extensive experience in executive leadership positions in a large public company and in executive compensation and human resources, in addition to having completed several executive education programs at Harvard Business School and having served on boards of other public companies. Age: 68. First elected: 2000.

Vote Required and Resignation Policy

To be elected in an uncontested election, a director nominee must receive the affirmative vote of a majority of the votes cast in his or her election, which means that he or she will be elected only if the votes cast “for” his or her election exceed the votes cast “against” his or her election. Even if a nominee is not re-elected, he or she will remain in office until a successor is duly elected and qualified or until his or her earlier resignation or removal. The Company’s By-Laws specify that a director who is not re-elected by the required majority vote shall promptly tender his or her resignation to the Board, which may be conditioned on acceptance by the Board. If a resignation is so conditioned on acceptance by the Board, the Nominating and Governance Committee shall make a recommendation to the Board on whether to accept or reject such resignation, or whether other action should be taken. The Board shall act on such resignation, taking into account the recommendation of the Nominating and Governance Committee, and shall publicly disclose its decision and the reasons for it within 90 days from the date the inspector or inspectors of election certify the results of the applicable election. The director who tenders his or her resignation shall not participate in the decisions of the Nominating and Governance Committee or the Board that concern such resignation.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES NAMED IN THIS PROXY STATEMENT TO THE BOARD.

 

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Board Committees

 

 

Board Member		Audit, Finance  & Corporate Responsibility		Nominating  & Governance		Compensation  & Management Development		Executive		Capital Allocation Sub- Committee
E.V. (Rick) Goings (C)
Catherine A. Bertini (I)
Susan M. Cameron (I, P)
Kriss Cloninger III (F, I)
Meg Crofton (I)
Angel R. Martinez (I)
Antonio Monteiro de Castro (F, I)
Christopher D. O’Leary (F, I)
David R. Parker (F, I)
Richard T. Riley (F, I)
Joyce M. Roché (I)
Patricia A. Stitzel
M. Anne Szostak (F, I)

 

(C) Chairman of the Board				Committee Chairperson
(F) Financial Expert				Committee Member
(I) Independent Director
(P) Presiding Director

Audit, Finance and Corporate Responsibility Committee

The Audit, Finance and Corporate Responsibility Committee (the “Audit Committee”), which held eight meetings in 2018, reviews the scope and results of the audit by the independent registered public accounting firm (“independent auditors”), evaluates, selects and replaces the independent auditors and has approval authority with respect to services provided by the independent auditors and fees therefor. The Audit Committee monitors the independent auditors’ relationship with and independence from the Company. In addition, it reviews the adequacy of internal control systems, internal audit function, accounting policies and the Company’s general compliance with laws and regulations, as well as reviewing and discussing with management and the independent auditors the Company’s financial statements and recommending to the Board inclusion of the audited annual financial statements in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”). It also oversees, reviews and makes recommendations to the Board concerning the Company’s code of conduct, its financial structure and financing needs and activities, its cybersecurity risk program, and makes determinations regarding related party transactions, if any. The current members of the Audit Committee are Mr. Monteiro de Castro (Chairperson), Mses. Bertini, Roché and Szostak and Messrs. O’Leary and Riley. All such members are both independent and financially literate in accordance with New York Stock Exchange listing standards and SEC requirements, and the Board has determined that four members of the Audit Committee (Messrs. Monteiro de Castro, O’Leary and Riley and Ms. Szostak) and two additional directors (Messrs. Cloninger and Parker) are audit committee financial experts, as defined by applicable rules. None of the members of the Audit Committee serve on more than three audit committees (including the Company’s).

Nominating and Governance Committee

The Nominating and Governance Committee (the “Nominating Committee”), which held three meetings in 2018, identifies and reviews qualifications of, and recommends to the Board, candidates for election as directors of the Company, acts on other matters pertaining to Board membership, and establishes the Company’s corporate governance provisions. The Nominating Committee evaluates and determines the criteria for selection of a director candidate in the context of the continuing makeup of the Board based on the facts and circumstances of the Company. Once such criteria have been determined, the Nominating Committee conducts a search for qualified candidates, which may

 

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include the use of third-party search firms or solicitations of nominee suggestions from management or the non-employee members of the Board. The Nominating Committee’s current criteria for consideration of any new candidate for selection include, among others, experience in leading a consumer products business or an international business or organization and experience with technology and digital marketing. After compiling background material on potential nominee candidates, management provides an analysis against Nominating Committee-established criteria, and promising candidates are interviewed by the chairperson of the Nominating Committee, by management and, if appropriate, by other independent directors. As part of this process, a determination is made relating to a candidate’s possible schedule conflicts, conflicts of interest, independence and financial literacy. If a third-party search firm is paid a fee for a search, it identifies potential candidates, meets with appropriate members of the Nominating Committee and management to clarify issues and requirements, communicates with candidates, arranges for interviews with management and directors, and prepares materials for consideration by the Nominating Committee. Any shareholder who desires to propose to the Nominating Committee a candidate for Board membership should send to the attention of the Secretary of the Company, 14901 S. Orange Blossom Trail, Orlando, Florida 32837, a letter of recommendation containing the name and address of the proposing shareholder and the proposed candidate, a written consent of the proposed candidate and a complete business, professional and educational background of the proposed candidate. Candidates recommended by shareholders following this process will be evaluated by the Nominating Committee using the same criteria used to evaluate other director candidates. The Nominating Committee also evaluates the corporate governance characteristics of the Company and makes recommendations to the Board in regard thereto. The Nominating Committee also determines compensation of non-employee directors of the Company. No aspect of this determination is delegated to management, although the Nominating Committee does request the recommendation of the Company’s Chief Executive Officer. The Nominating Committee is authorized to engage directly a compensation consultant to make recommendations regarding director compensation. The current members of the Nominating Committee are Ms. Cameron (Chairperson), Ms. Roché and Messrs. Cloninger, Martinez, Monteiro de Castro and Parker. All such members are independent in accordance with New York Stock Exchange listing standards.

Compensation and Management Development Committee

The Compensation and Management Development Committee (the “Compensation Committee”), which held six meetings in 2018, makes compensation recommendations to the Board for the Company’s executive management, including the Chief Executive Officer (sometimes referred to herein as the “CEO”). It also directs the administration of and makes various determinations under management incentive plans, approves the compensation discussion and analysis section in the Company’s proxy statement, appoints members of senior management to have responsibility for the design and administration of employee benefit plans, and ensures that the Company has a system of developing and evaluating key executives for management succession purposes. Finally, the Compensation Committee assures the establishment and operation of a development system for management succession and for assuring a focus on diversity and inclusion in the workplace. The Compensation Committee establishes the executive compensation objectives of the Company and administers the Company’s compensation program within the context of those objectives, taking into consideration issues of risk-taking in connection with compensation. The Compensation Committee approves salary and incentive structures for senior management in general terms. It also specifically approves compensation, including salaries and incentive programs, for those executive officers who are “officers” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including each of the named executive officers, and recommends such compensation for approval by the independent members of the Board. While the Compensation Committee may specifically set the compensation program for any key executive below the level of executive officer, as a general matter it delegates this role to executive management. The Company’s CEO and chief human resources officer (“CHRO”) recommend all executive officer-level compensation actions, except that the CEO is not involved in any recommendation or approval concerning her own compensation. The CEO’s compensation is recommended by the Compensation Committee after consultation with its compensation consultant, which it directly engages as authorized by its charter. The Compensation Committee also has a standing Stock Award Committee that was established in May 2016 to delegate to the Company’s CEO and CHRO the authority to award equity to select non-executive officer employees for critical retention, promotion or new hire purposes. The current members of the Compensation Committee are Mr. Cloninger (Chairperson), Mses. Cameron and Crofton and Messrs. Martinez and Parker. All such members are independent in accordance with New York Stock Exchange listing standards.

In 2018, the Compensation Committee engaged two compensation consultants, Aon Hewitt from January through August and Meridian Compensation Partners beginning in August. These consultants provided a variety of executive compensation consulting services, including evaluation and review of compensation trends, regulations, management’s recommendations regarding compensation levels and plan design, incentive plan performance target practices,

 

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incentive program design related to material risk-taking, recommendations on proper governance processes with respect to executive compensation and the provision of accurate and timely data for decision-making by the Compensation Committee. The Compensation Committee has engaged Meridian to provide similar services in 2019. The total fees for such services by both consultants in 2018 were $241,509. The Company also engaged the parent company of Aon Hewitt, Aon Plc (“Aon”), to provide services unrelated to executive compensation consulting to the Company during 2018. The additional services were recommended by management and approved by the Compensation Committee, and consisted of consulting on a variety of health and welfare benefit matters. The total fees for such additional services in 2018 were approximately $105,000. The Compensation Committee considered SEC rules and New York Stock Exchange listing standards when assessing the independence of its consultants, and concluded that both were independent under such guidelines, and that the other work performed by Aon during 2018 did not affect its independence. Among the factors considered in the independence analysis for both compensation consultants were the scope of compensation and additional services provided to the Company, the total fees for related and unrelated services paid to the consultant as a percentage of its total annual revenue, the policies and procedures of the consultant related to preventing conflicts of interest, and the fact that no business or personal relationships exist between the consultants and the Compensation Committee or management and that no stock of the Company is owned by the consultants performing work for the Compensation Committee.

Capital Allocation Sub-Committee

The Capital Allocation Sub-Committee, which held one meeting in 2018, was created by the Board in 2018 to review the Company’s capital allocation approach and current and future needs. The current members of the Capital Allocation Sub-Committee are Messrs. Goings (Chairperson), Mses. Cameron and Stitzel, and Messrs. Cloninger, Monteiro de Castro and Parker.

Executive Committee

The Executive Committee, which did not meet in 2018, has most of the powers of the Board and can act when the Board is not in session. The current members of the Executive Committee are Messrs. Goings (Chairperson), Cloninger, Monteiro de Castro and Parker, and Mses. Cameron and Stitzel.

Board Meetings and Annual Meeting of Shareholders and Directors’ Attendance

There were five Board meetings held in 2018. No incumbent director attended fewer than 90 percent of the aggregate number of meetings of the Board and committees on which such director served that were held during the period that such director served as a director or committee member. The Company’s corporate governance principles provide that directors should be available to attend scheduled and special Board and committee meetings, as well as the annual meeting of shareholders, on a consistent basis and in person. All of the Board’s directors, who were directors at the time, attended the annual meeting of shareholders in 2018.

Corporate Governance

The Board has established corporate governance principles, a code of conduct for its officers, employees and directors, a code of ethics for financial executives and charters for each of its three standing primary committees: Audit Committee, Nominating Committee, and Compensation Committee. These documents may be found on the Company’s website (www.tupperwarebrands.com) by clicking on “Investors,” selecting the “Corporate Governance” tab and then selecting “Governance Documents”. The code of conduct and code of ethics apply to the Company’s principal executive officer, principal financial officer and principal accounting officer, among others. The Company will, to the extent required by law or regulation, disclose on its website waivers of, or amendments to, its code of conduct or code of ethics, if and when there are any.

In addition, the Company has implemented written, telephonic and electronic means for interested parties to communicate directly with the Company’s compliance officers (the heads of its Finance, Law, Human Resources and Internal Audit functions) or with the non-employee members of the Company’s Board. Communications from interested parties to non-employee directors are routed to the chairperson of the Audit Committee, who then determines whether such communication shall be distributed to all non-employee directors, makes such distribution if so determined, and oversees the reaction to such communications by the Board, if appropriate. Instructions regarding the various means to communicate with the Company’s compliance officers and the non-employee members of the

 

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Company’s Board are located on the Company’s website (www.tupperwarebrands.com). The Board invites interested parties, including shareholders, to contact the Board or any of its individual members, including the Presiding Director, on any topic of interest through the online form available on the Company’s website (www.tupperwarebrands.com) in the Investors section under the Board of Directors tab on the Corporate Governance page, or in writing to the Board, c/o Tupperware Brands Corporation, Post Office Box 2353, Orlando, Florida 32802, USA. These avenues of communication are important in facilitating direct engagement with investors and other interested parties, and may be confidential and, if desired, anonymous. Communication may also be made telephonically via a confidential toll free hotline at 877-217-6220 in the United States and Canada or by calling collect to +1-770-582-5215 from all other locations. The hotline is staffed by multi-lingual professionals through an independent company.

Each regularly-scheduled in-person meeting (and certain telephonic meetings) of the Board includes an executive session of non-employee members of the Board. The Presiding Director, Susan M. Cameron, acts as the chairperson of the executive sessions of the non-employee members of the Board. See the heading “Board Leadership Structure” below for more information.

The Board has affirmatively determined that each of the following non-employee members of the Board who served during 2018 and year to date in 2019 (and each entity with which such person is affiliated) has no material relationship with the Company, taking into consideration all relevant facts and circumstances, including without limitation, commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and that each such member is independent, in accordance with New York Stock Exchange listing standards: Catherine A. Bertini, Susan M. Cameron, Kriss Cloninger III, Meg Crofton, Angel R. Martinez, Antonio Monteiro de Castro, Christopher D. O’Leary, David R. Parker, Richard T. Riley, Joyce M. Roché and M. Anne Szostak.

The Board maintains a retirement policy that applies to all directors. Non-employee directors who first joined the Board after May 8, 2015 shall retire from the Board upon the date of the annual meeting of shareholders following their attainment of age seventy-two (72). Non-employee directors who first joined the Board prior to such date shall retire from the Board upon the date of the annual meeting of shareholders following their attainment of age seventy-five (75). Employee directors shall retire from the Board upon the earlier of the date of their retirement or termination from employment with the Company, or at the end of the month in which their sixty-fifth birthday occurs. Notwithstanding the foregoing, the Nominating Committee may waive the retirement policy and recommend the re-election or continuance in office of any director. In addition, executive officers shall retire at the end of the month in which their sixty-fifth birthday occurs, unless the Board requests such executive officer remains in office beyond such date. In November 2018, the Nominating Committee waived the employee director retirement policy for Mr. Goings, permitting him to be nominated for election as a director for the May 2019 to 2020 term. Mr. Goings is retiring from his employment position on May 22, 2019, following the annual meeting of shareholders.

Diversity

The Board values diversity as a factor in selecting members to nominate to serve on the Board, and believes that the diversity that exists in its composition provides significant benefit to the Company. Although there is no specific policy on diversity, the Nominating Committee takes various considerations into account in its selection criteria for new directors. Such considerations may include gender, race, national origin, functional background, executive or professional experience and international experience, among others. For example, consistent with the value placed on gender diversity by the Board, nearly 50% of the Company’s current directors (and over 50% of the director nominees) are women. See the “Summary Information about our Director Nominees” chart included in the Proxy Summary section above for more information.

Strategy and Risk Oversight

The Board participates actively in the development and approval of corporate and business strategy, both through regularly scheduled meetings, and throughout the year through ad hoc, direct and robust interaction with Company management. These discussions focus on the areas of greatest strategic importance to the Company, including but not limited to: global business model transformation planning, geographic expansion, new product introductions, brand enhancement, capital structure, and talent acquisition and management.

The Board also takes very seriously its involvement in risk oversight, which involves the Audit Committee, the Compensation Committee and the full Board. The Audit Committee receives materials from management on a quarterly basis to address the identification and status of major risks to the Company, including steps to mitigate risk. Enterprise risk management is a standing agenda item at each of its meetings. The Audit Committee also reviews the

 

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Company’s enterprise risk management process for the identification of and response to major risks. The Compensation Committee reviews compensation structures and programs to evaluate whether they encourage excessive risk taking for compensation purposes that could result in material adverse effects upon the Company. At each in-person, regularly scheduled meeting of the full Board, the major risks are identified to Board members, and the Chairman of the Audit Committee reports on the activities of that committee, including regarding risks. In addition, on an annual basis, the full Board receives a presentation by management regarding the enterprise risk management process, currently identified risks and associated responses to those risks. This process addresses all categories of risks facing the Company, including but not limited to: business strategy, transformation and change management, talent management, reputational risks, financial reporting and controls, tax and treasury, legal, regulatory and compliance issues and operations issues including supply chain, product development and cybersecurity.

Board Leadership Structure

The Board annually evaluates its leadership structure, including whether the same individual should serve both as Chairman of the Board and Chief Executive Officer. If the same individual serves as both Chairman and CEO, or if the Chairman is otherwise not independent, the Board will select an independent Presiding Director. In May 2018, Ms. Stitzel was elected President and CEO and Mr. Goings retired as CEO, but continued as Executive Chairman. The Board determined it was in the best interest of the Company to separate the roles of Chairman and CEO at that time to provide for continuity of Board leadership during the transition, and enable Ms. Stitzel to focus on operating and managing the Company in her new role as President and CEO. As CEO, Ms. Stitzel reports to the Board and, as a director, she participates in all Board meetings.

As neither the Executive Chairman nor the CEO is independent, the Board has an independent Presiding Director, presently Susan M. Cameron, to provide effective leadership and representation for the independent directors. The duties of the Presiding Director include presiding at meetings of the independent directors, serving as liaison between the Board, the Executive Chairman and the CEO, approving schedules, agendas and materials sent to the Board, oversight of the Board and CEO evaluation processes, and coordination of the director candidate interview process. She also advises the Executive Chairman and the CEO on the quality, quantity and timeliness of management information provided to the Board, and makes recommendations on Board committee membership, chairs and rotation. She has the authority to call meetings of the independent directors, including if requested by major shareholders of the Company, and may be available for consultation and direct communication with such shareholders.

This leadership structure, as evidenced by the feedback of directors, provides for a highly-conducive atmosphere for directors to exercise their responsibilities and fiduciary duties, and to enjoy adequate opportunities to thoroughly deliberate matters before the Board and to make informed and independent decisions. The Board will continue to evaluate its leadership structure and will determine whether continuing to separate the roles of Chairman and CEO is in the best interest of the Company and its shareholders based on circumstances existing at the time.

 

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Environmental, Social and Governance Highlights

Key Corporate Governance Features

 

Board  Independence and Expertise		✓		All directors are independent other than our Executive Chairman and CEO
		✓		Board consists of highly qualified, experienced and diverse directors with relevant expertise for overseeing our strategy and business
Board Committees		✓		Three primary Board committees composed entirely of independent directors: (1) Audit, Finance and Corporate Responsibility, (2) Compensation and Management Development, and (3) Nominating and Governance
		✓		Ad Hoc Committees as needed: Executive Committee, Succession Committee and Capital Allocation Committee
Executive Sessions		✓		Directors hold regularly scheduled executive sessions, at which directors can discuss matters without management present
		✓		Independent Presiding Director presides over all such executive sessions of the Board
Board Oversight of Risk		✓		Risk oversight by full Board and committees
Board Oversight of Management Succession		✓		Board annually reviews and discusses succession plans for CEO and other key executives
		✓		2018 / 2019 management changes included CEO succession, new CFO, and promotions into Group President, Business Transformation and Marketing roles
Board Self-Evaluation		✓		Board and each of its committees conduct an annual self-evaluation
Accountability		✓		In uncontested director elections, our directors are elected by a majority of the votes cast
		✓		Each share of common stock is entitled to one vote
		✓		Anti-hedging and anti-pledging policies covering directors and key employees
		✓		Claw-back policy covering compensation paid to executives
Stock Ownership Requirements		✓		Each director is required to hold Company stock at a value of 5x the annual cash retainer
		✓		The Executive Chairman and CEO must hold Company stock at a value of 6x base salary
		✓		All other NEOs must hold Company stock at a value of 3x base salary
Open Lines of Communication		✓		Board promotes open and frank discussions with senior management
		✓		Directors have access to all members of management and other employees and are authorized to hire outside consultants or experts and to conduct independent investigations
		✓		Shareholders have direct access to non-employee directors
Board Refreshment		✓		The Nominating Committee regularly reviews the Board’s composition and future needs
		✓		Two long-serving directors, Antonio Monteiro de Castro and David Parker, are retiring from the Board in May 2019
		✓		New director Christopher D. O’Leary elected in January 2019 following a formal search process
		✓		Board retirement policy facilitates process of smooth turnover

 

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Social and Environmental Sustainability Features

 

Changing Lives		✓		We help our global sales force of 3 million independent entrepreneurs achieve financial independence and build confidence
		✓		We supported 2.7 million entrepreneurs in emerging markets in 2018, mostly women
		✓		Our global social impact work is focused on empowering women and girls, environmental stewardship and disaster response
Living Smart		✓		We are constantly innovating to provide environmentally responsible, reusable and safe products, cutting food waste and single-use plastic consumption
Acting Responsibly		✓		Our people are a fundamental part of who we are. We invest in our team of over 12,000 associates to ensure we continue to attract and retain strong talent in our industry
		✓		During 2018, we conducted an employee engagement survey with more than a 90% response rate, resulting in some important insights to enhance employee satisfaction
		✓		We pride ourselves on all forms of diversity and representation throughout our Company – for example, half of our directors and executive officers are women (including our presiding director, CEO and new CFO)

 

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