TUP » Topics » PART III

These excerpts taken from the TUP 10-K filed Feb 25, 2009.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

Certain information with regard to the directors of the Registrant as required by Item 401 of Regulation S-K is set forth under the sub-caption “Board of Directors” appearing under the caption “Election of Directors” in the Proxy Statement related to the 2009 Annual Meeting of Shareholders to be held on May 13, 2009 and is incorporated herein by reference.

The information as to the executive officers of the Registrant is included in Part I hereof under the caption “Executive Officers of the Registrant” in reliance upon General Instruction G to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.

The section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” appearing in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information as required by Item 405 of Regulation S-K and is incorporated herein by reference.

The section entitled “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information with respect to the Registrant’s code of conduct and ethics as required by Item 406 of Regulation S-K and is incorporated herein by reference.

There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors during 2008, as set forth by Item 407(c)(3).

The sections entitled “Corporate Governance” and “Board Committees” appearing in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information regarding the Audit, Finance and Corporate Responsibility Committee including the members of the Committee and the financial expert, as set forth by Item 407(d)(4) and (d)(5) of Regulation S-K and is incorporated herein by reference.

 

Item 11. Executive Compensation

The information set forth under the caption “Compensation of Directors and Executive Officers” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 13, 2009, and the information in such Proxy Statement relating to executive officers’ and directors’ compensation is incorporated herein by reference.

The information set forth under the captions “Board Committees” and “Compensation and Management Development Committee Report” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information as required by Item 407(e)(4) and Item 407(e)(5) of Regulation S-K and is incorporated herein by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information set forth under the captions “Security Ownership of Certain Beneficial Owners”, “Security Ownership of Management” and “Equity Compensation Plan Information” in the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 13, 2009, is incorporated herein by reference.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information set forth under the captions “Transactions with Related Persons” and “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders, is incorporated herein by reference.

 

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Item 14. Principal Accounting Fees and Services

The information set fourth under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Approval of Services” in the Proxy Statement related to the Annual Meeting of Shareholders to be held on May 13, 2009, is incorporated herein by reference.

 

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PART III

 





Item 10.Directors, Executive Officers and Corporate Governance

SIZE="2">Certain information with regard to the directors of the Registrant as required by Item 401 of Regulation S-K is set forth under the sub-caption “Board of Directors” appearing under the caption “Election of
Directors” in the Proxy Statement related to the 2009 Annual Meeting of Shareholders to be held on May 13, 2009 and is incorporated herein by reference.

FACE="Times New Roman" SIZE="2">The information as to the executive officers of the Registrant is included in Part I hereof under the caption “Executive Officers of the Registrant” in reliance upon General Instruction G to Form 10-K and
Instruction 3 to Item 401(b) of Regulation S-K.

The section entitled “Section 16(a) Beneficial Ownership Reporting
Compliance” appearing in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information as required by Item 405 of Regulation S-K and is incorporated herein
by reference.

The section entitled “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2009 Annual
Meeting of Shareholders to be held on May 13, 2009 sets forth certain information with respect to the Registrant’s code of conduct and ethics as required by Item 406 of Regulation S-K and is incorporated herein by reference.

There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of
directors during 2008, as set forth by Item 407(c)(3).

The sections entitled “Corporate Governance” and “Board
Committees” appearing in the Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information regarding the Audit, Finance and Corporate Responsibility Committee
including the members of the Committee and the financial expert, as set forth by Item 407(d)(4) and (d)(5) of Regulation S-K and is incorporated herein by reference.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 11.Executive Compensation

The information set forth
under the caption “Compensation of Directors and Executive Officers” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 13, 2009, and the information in such Proxy Statement relating to executive
officers’ and directors’ compensation is incorporated herein by reference.

The information set forth under the captions
“Board Committees” and “Compensation and Management Development Committee Report” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information as required by
Item 407(e)(4) and Item 407(e)(5) of Regulation S-K and is incorporated herein by reference.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information set forth under the captions “Security Ownership of Certain Beneficial Owners”, “Security Ownership of Management” and
“Equity Compensation Plan Information” in the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 13, 2009, is incorporated herein by reference.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 13.Certain Relationships and Related Transactions, and Director Independence

FACE="Times New Roman" SIZE="2">The information set forth under the captions “Transactions with Related Persons” and “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2009 Annual Meeting of
Shareholders, is incorporated herein by reference.

 


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Item 14.Principal Accounting Fees and Services

The
information set fourth under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Approval of Services” in the Proxy Statement related to the Annual Meeting of
Shareholders to be held on May 13, 2009, is incorporated herein by reference.

 


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PART IV

 





Item 15.Exhibits, Financial Statement Schedules

SIZE="2">(a) (1) List of Financial Statements

The following Consolidated Financial Statements of
Tupperware Brands Corporation and Report of Independent Registered Public Accounting Firm are included in this Report under Item 8:

SIZE="2">Consolidated Statements of Income, Shareholders’ Equity and Comprehensive Income and Cash Flows—Years ended December 27, 2008, December 29, 2007 and December 30, 2006;

STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%">Consolidated Balance Sheets—December 27, 2008 and December 29, 2007;

STYLE="margin-top:6px;margin-bottom:0px; margin-left:13%">Notes to the Consolidated Financial Statements; and

SIZE="2">Report of Independent Registered Public Accounting Firm.

These excerpts taken from the TUP 10-K filed Feb 26, 2008.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

Certain information with regard to the directors of the Registrant as required by Item 401 of Regulation S-K is set forth under the sub-caption “Board of Directors” appearing under the caption “Election of Directors” in the Proxy Statement related to the 2008 Annual Meeting of Shareholders to be held on May 14, 2008 and is incorporated herein by reference.

The information as to the executive officers of the Registrant is included in Part I hereof under the caption “Executive Officers of the Registrant” in reliance upon General Instruction G to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.

The section entitled “Section 16(A) Beneficial Ownership Reporting Compliance” appearing in the Registrant’s Proxy Statement for the 2008 Annual Meeting of Shareholders to be held on May 14, 2008 sets forth certain information as required by Item 405 of Regulation S-K and is incorporated herein by reference.

The section entitled “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2008 Annual Meeting of Shareholders to be held on May 14, 2008 sets forth certain information with respect to the Registrant’s code of conduct and ethics as required by Item 406 of Regulation S-K and is incorporated herein by reference.

There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors during 2007, as set forth by Item 407(c)(3).

The sections entitled “Corporate Governance” and “Board Committees” appearing in the Registrant’s Proxy Statement for the 2008 Annual Meeting of Shareholders to be held on May 14, 2008 sets forth certain information regarding the Audit, Finance and Corporate Responsibility Committee including the members of the Committee and the financial expert, as set forth by Item 407(d)(4) and (d)(5) of Regulation S-K and is incorporate herein by reference.

 

Item 11. Executive Compensation

The information set forth under the caption “Compensation of Directors and Executive Officers” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 14, 2008, and the information in such Proxy Statement relating to executive officers’ and directors’ compensation is incorporated herein by reference.

The information set forth under the captions “Board Committees” and “Compensation and Management Development Committee Report” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 14, 2008 sets forth certain information as required by Item 407(e)(4) and Item 407(e)(5) of Regulation S-K and is incorporated herein by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information set forth under the captions “Security Ownership of Certain Beneficial Owners”, “Security Ownership of Management” and “Equity Compensation Plan Information” in the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 14, 2008, is incorporated herein by reference.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information set forth under the captions “Transactions with Related Persons” and “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2008 Annual Meeting of Shareholders, is incorporated herein by reference.

 

Item 14. Principal Accounting Fees and Services

The information set fourth under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Approval of Services” in the Proxy Statement related to the Annual Meeting of Shareholders to be held on May 14, 2008, is incorporated herein by reference.

 

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Table of Contents

PART III

 






Item 10.
Directors, Executive Officers and Corporate Governance

SIZE="2">Certain information with regard to the directors of the Registrant as required by Item 401 of Regulation S-K is set forth under the sub-caption “Board of Directors” appearing under the caption “Election of
Directors” in the Proxy Statement related to the 2008 Annual Meeting of Shareholders to be held on May 14, 2008 and is incorporated herein by reference.

FACE="Times New Roman" SIZE="2">The information as to the executive officers of the Registrant is included in Part I hereof under the caption “Executive Officers of the Registrant” in reliance upon General Instruction G to Form 10-K and
Instruction 3 to Item 401(b) of Regulation S-K.

The section entitled “Section 16(A) Beneficial Ownership Reporting
Compliance” appearing in the Registrant’s Proxy Statement for the 2008 Annual Meeting of Shareholders to be held on May 14, 2008 sets forth certain information as required by Item 405 of Regulation S-K and is incorporated herein by
reference.

The section entitled “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2008 Annual
Meeting of Shareholders to be held on May 14, 2008 sets forth certain information with respect to the Registrant’s code of conduct and ethics as required by Item 406 of Regulation S-K and is incorporated herein by reference.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors during
2007, as set forth by Item 407(c)(3).

The sections entitled “Corporate Governance” and “Board Committees”
appearing in the Registrant’s Proxy Statement for the 2008 Annual Meeting of Shareholders to be held on May 14, 2008 sets forth certain information regarding the Audit, Finance and Corporate Responsibility Committee including the members of the
Committee and the financial expert, as set forth by Item 407(d)(4) and (d)(5) of Regulation S-K and is incorporate herein by reference.

 






Item 11.
Executive Compensation

The information set forth
under the caption “Compensation of Directors and Executive Officers” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 14, 2008, and the information in such Proxy Statement relating to executive
officers’ and directors’ compensation is incorporated herein by reference.

The information set forth under the captions
“Board Committees” and “Compensation and Management Development Committee Report” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 14, 2008 sets forth certain information as required by Item
407(e)(4) and Item 407(e)(5) of Regulation S-K and is incorporated herein by reference.

 






Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information set forth under the captions “Security Ownership of Certain Beneficial Owners”, “Security Ownership of Management” and
“Equity Compensation Plan Information” in the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 14, 2008, is incorporated herein by reference.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 






Item 13.
Certain Relationships and Related Transactions, and Director Independence

FACE="Times New Roman" SIZE="2">The information set forth under the captions “Transactions with Related Persons” and “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2008 Annual Meeting of
Shareholders, is incorporated herein by reference.

 






Item 14.
Principal Accounting Fees and Services

The
information set fourth under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Approval of Services” in the Proxy Statement related to the Annual Meeting of
Shareholders to be held on May 14, 2008, is incorporated herein by reference.

 


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