Edgar Filing: NEWELL RUBBERMAID INC

Delaware

1-9608

36-3514169

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3 Glenlake Parkway

Atlanta, Georgia

(Address of Principal Executive Offices)

(Zip Code)

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 10, 2011

NEWELL RUBBERMAID INC.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (770) 418-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 10, 2011. For more information on the proposals presented at the meeting, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.

The stockholders elected each of the four nominees to the Board of Directors for a three-year term by a majority of the votes cast:


Director	For		Against		Abstain		Broker Non-Votes
Kevin C. Conroy		230,624,223		2,871,619		278,191		20,247,148
Michael T. Cowhig		231,323,877		2,182,479		267,577		20,247,148
Mark D. Ketchum		231,293,256		2,267,253		213,524		20,247,148
Raymond G. Viault		213,116,219		20,390,359		267,455		20,247,148

The stockholders ratified the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for the Company for the year 2011:


For			251,031,604
Against			2,546,873
Abstain			442,703
Broker Non-Votes			0

The stockholders approved the compensation for the Company’s named executive officers as presented in the Company’s proxy statement on a non-binding, advisory basis:


For			205,633,752
Against			27,667,949
Abstain			472,331
Broker Non-Votes			20,247,148

The stockholders voted to have the Company hold a vote every year to approve the compensation for the Company’s named executive officers on a non-binding, advisory basis:


One Year			214,001,162
Two Years			1,251,584
Three Years			17,877,049
Abstain			642,391
Broker Non-Votes			20,247,148

Based on these results, and consistent with the Company’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year.

The stockholders approved a shareholder proposal entitled “Proposal 5 – Elect Each Director Annually”:


For			205,570,800
Against			27,687,355
Abstain			514,960
Broker Non-Votes			20,248,065

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.