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.     )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

TUPPERWARE BRANDS CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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.

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:

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.

April 5, 2019

TABLE OF CONTENTS

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

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

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Meeting Agenda Items

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.

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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.

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.

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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

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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.

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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)

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

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Social and Environmental Sustainability Features

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of shares of the Company’s common stock beneficially owned as of March 25, 2019 by each director and nominee for election, by each of the executive officers named in the Summary Compensation Table and by all directors and executive officers of the Company as a group. Each of the following persons and members of the group had sole voting and investment power with respect to the shares shown unless otherwise indicated. No director or executive officer owned more than 1 percent of the Company’s common stock, except Mr. Goings, who owned 2.36 percent. All directors and executive officers as a group owned 4.58 percent of the Company’s common stock.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to any person who is known to be the beneficial owner of more than 5 percent of the Company’s common stock, which is the Company’s only class of outstanding voting securities, as of December 31, 2018.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who beneficially own more than ten percent of the common stock of the Company (“10% Holders”), to file with the SEC reports relating to their ownership of the Company’s common stock and changes in such ownership. Based solely on a review of the reports that have been filed by or on behalf of such persons and written representations from the Company’s directors and executive officers that no other reports were required, the Company believes all Section 16(a) filing requirements applicable to its directors, executive officers and 10% Holders were complied with for the Company’s 2018 fiscal year.

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2018 regarding the Company’s common stock that may be issued under equity compensation plans currently maintained by the Company:

TRANSACTIONS WITH RELATED PERSONS

Policy

The Board has adopted a written policy regarding the review, approval and ratification of transactions with related persons. Under this policy, any such transaction shall be subject to review, approval and (if applicable) ratification by (1) the CEO of the Company (unless she is the related person), and (2) the Audit Committee (or, if determined by the Audit Committee, by all of the independent directors of the Company). Transactions that are covered by this policy include all transactions that would be the subject of disclosure under applicable securities laws and regulations. The standard of review to be employed in such determinations is to take into consideration factors relevant to the transaction, such as the size of the transaction, the amount payable to, or by, the related person, the nature of the interest of the related person in the transaction, whether the transaction may involve a conflict of interest, and whether the transaction involves goods or services available to the Company from unaffiliated third parties with comparable terms and conditions.

Transaction

A foreign subsidiary of the Company has employed Ms. Kristina Goings, the daughter of the Company’s Executive Chairman, for seventeen years. In fiscal year 2018, her total compensation package was 176,017 euros (approximately U.S. $201,636). This transaction was reviewed and approved in accordance with the Company’s policy on transactions with related persons.

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REPORT OF THE AUDIT, FINANCE AND CORPORATE RESPONSIBILITY COMMITTEE

The Audit, Finance and Corporate Responsibility Committee of the Board (under this heading, the “Committee”) has reviewed and discussed with management the audited financial statements of the Company as of and for the year ended December 29, 2018, which management has represented to the Committee have been prepared in accordance with accounting principles generally accepted in the United States of America, and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has concurred in such representation in its opinion relating to such audited financial statements. The Committee discussed with representatives of PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Committee received from PricewaterhouseCoopers LLP the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence, and has discussed with that firm its independence and considered whether the provision of non-audit services is compatible with maintaining such firm’s independence.

Management has responsibility for establishing and maintaining the Company’s internal control system and its financial reporting process, and PricewaterhouseCoopers LLP has responsibility for auditing the Company’s Consolidated Financial Statements and its internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing an audit report. The Committee monitors and oversees these processes.

Based upon the foregoing review, disclosures, representations, reports and discussions, the Committee recommended to the Board that the audited financial statements for the Company’s 2018 fiscal year be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018.

Audit, Finance and Corporate Responsibility Committee

Antonio Monteiro de Castro, Chairperson

Catherine A. Bertini

Christopher D. O’Leary

Richard T. Riley

Joyce M. Roché

M. Anne Szostak

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion & Analysis

This section describes the programs and philosophy behind the Company’s executive compensation practices for each individual who served as the Company’s Chief Executive Officer during 2018, the Company’s Chief Financial Officer during 2018 and each of the three other most highly compensated executive officers in office at the end of 2018 (the “Named Executive Officers” or “NEOs”) and the process that the Compensation and Management Development Committee (the “Committee”) of the Board uses to determine executive compensation arrangements. In general, the Company’s executive compensation program is designed to attract, retain and motivate executives while balancing both the short- and the long-term interests of the Company, its shareholders and its employees.

Summary

Management Succession and Transition

In May 2018, the Company appointed Patricia A. Stitzel to the position of President and Chief Executive Officer following her election as a Board member by the Company’s shareholders at the 2018 annual meeting of shareholders. The direct compensation package for Ms. Stitzel, as described in the “Elements of Officer Direct Compensation” section 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 CEO succession transition, E.V. (Rick) Goings retired as the Company’s CEO and was appointed its Executive Chairman. Mr. Goings’ direct compensation package decreased upon this transition, as his base salary went from $1,000,000 to $500,000, his AIP target bonus from 115% to 100% and his 2018 stock grant fair value from $5,000,000 to $2,000,000, in recognition of his reduced involvement in the day-to-day activities of the business.

In addition, Simon C. Hemus retired from the Company on December 31, 2018, Luciano Garcia Rangel’s Group President, Latin America role was elevated to the executive officer level effective January 1, 2018, Asha Gupta was promoted to Executive Vice President and Chief Strategy & Marketing Officer on August 1, 2018, Michael S. Poteshman retired from the Company on March 31, 2019, and Mr. Goings is retiring as Executive Chairman on May 22, 2019 (but is standing for re-election as a director).

Changes to 2019 Executive Compensation

Based on a review of trends in compensation program design, the desire to best position the Company for growth and feedback from shareholders, the Committee has made changes to the 2019 executive compensation programs as described here and in the “Elements of Officer Direct Compensation” section below.

Beginning in 2019, the AIP design introduced a local currency sales growth measure of achievement equal to 25% of the potential award along with income and cash flow measures accounting for 50% and 25%, respectively. The sales measure includes 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. The Committee believes that this choice of metrics and weightings mix best positions the Company for long-term success.

Following the Committee’s review, and in consultation with its executive compensation consultant, the November 2018 stock-based incentive program grants changed from a previously weighted mix of 45% stock options and 55%

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performance shares to 25% stock options, 25% restricted stock units and 50% performance shares. Market research supported adding restricted stock units to the grant mix to enhance management retention. Also, the Committee changed the grant timing of the performance shares effective with the November 2018 equity grant cycle, whereby the relative total shareholder return (“rTSR”) share grant was granted on the same February 2019 date as the earnings per share (“EPS”) performance share grant. The Committee also decided to change the timing of the annual equity grants going-forward, foregoing November 2019 and granting all equity on the date of (or closely following) its February 2020 Committee meeting.

2018 Say-On-Pay Results

In May 2018, for the fifth year in a row, shareholders overwhelmingly approved the Company’s non-binding advisory vote on executive compensation, with approximately 97% of the votes cast in support of the proposal. Both the Committee and the Company’s senior leadership appreciated the multi-year shareholder support of “say-on-pay” as an endorsement of the Company’s executive compensation program. While no changes were made in direct response to the 2018 “say-on-pay” vote, the Committee has made changes to the November 2018 stock grant and 2019 executive compensation programs as summarized above and in the “Elements of Officer Direct Compensation” section below, to better support business initiatives and drive performance.

2018 Business Results

In approving compensation decisions with respect to 2018, the Committee considered a variety of factors, including the Company’s operational and financial performance, highlights of which are illustrated in the charts below. During 2018, the Company’s sales declined 3 percent in local currency, before a negative impact of 2 percentage points related to the 2017 wind-down of its Beauticontrol unit and the decision to combine as of the beginning of 2018 its Tupperware and NaturCare businesses in Japan. The profit measure in the Company’s 2018 annual incentive program was pre-tax profit excluding certain items, as highlighted and reconciled to its U.S. generally accepted accounting principles (“U.S. GAAP”) results on page 32, and that measure was down 7 percent versus 2017. Cash flow from operating activities net of investing activities in 2018 was $97.4 million, which included $34.7 million in outflows for re-engineering, primarily in connection with the program announced in July 2017 and $38.8 million of proceeds from the sale of fixed assets no longer needed in light of restructuring actions and related to land development around the Company’s Orlando headquarters. During the year, the Company returned $239.5 million to shareholders primarily through approximately $100 million in open market share repurchases and the payment of dividends. During 2018, the Company’s share price decreased 50.3% from $62.70 to $31.18 on the first and last trading days of the fiscal year, respectively.

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Executive Compensation Design & Governance Best Practices

The Committee has implemented executive compensation design and governance practices consistent with leading and best market practices, as illustrated in the following table:

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2018 Compensation Highlights

The following table illustrates the basic elements of each of the NEO compensation arrangements for 2018 and 2017 and indicates the year-over-year percentage changes. The amounts reported for base salary and Annual Incentive Program (cash) compensation represent amounts earned by the NEOs with respect to the applicable year, while the amounts reported for long-term incentive value represent the grant date fair value of the awards granted during the applicable year. Annual Incentive Program payments reflect the Company’s performance against financial objectives for each of the NEO’s respective areas of responsibility. Annual and non-recurring long-term incentive awards reflect Committee approved values awarded in each indicated fiscal year. Each of these elements of compensation, including the Committee’s reasoning for changes, is described further below under their respective headings, following “Elements of Officer Direct Compensation”. In general, many of the 2018 compensation adjustments were made in connection with or to support the CEO succession and other executive officer transitions described above.