UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,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 Registrantx                             Filed by a Partyparty other than the Registrant¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ 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)

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 my pleasure to invite you to attend the annual meeting of shareholders of Tupperware Brands Corporation to be held on Friday,Tuesday, May 9, 2014,24, 2016, at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida. The meeting will begin at 1:00 p.m.

The notice of meeting and proxy statement following this letter describesdescribe 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.

March 28, 2014April 8, 2016

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 20142016 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 on Friday,Tuesday, May 9, 2014,24, 2016, 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.

March 28, 2014April 8, 2016

TABLE OF CONTENTS

GENERAL INFORMATIONGeneral 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 annual meeting of shareholders of the Company to be held on May 9, 2014,24, 2016 at 1:00 p.m., and at any adjournment thereof. The meeting will be held at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida. A notice regarding the availability of proxy materials for the annual meeting is being mailed to shareholders on or about March  28, 2014.April 8, 2016.

Voting at the Meeting

The Board has fixed the close of business on March 17, 201428, 2016 as the record date for determining shareholders entitled to vote at the meeting. On that date there were outstanding 50,428,14850,500,717 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 meeting will constitute a quorum for the transaction of business.

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 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 meeting. The Company has appointed an officer of Wells Fargo Bank, N.A., transfer agent for the Company, as the independent inspector of election to act at the meeting.

For all matters to be voted upon by shareholders at the 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 meeting. AbstentionsOther than with respect to Proposal 3, 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 meeting. However, with respect to Proposal 3, per the NYSE 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 certain matters. 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, and the advisory vote regarding the Company’s executive compensation program, and the approval of the Tupperware Brands Corporation 2016 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.

Board of Directors—Nominees for Election

Eleven director nominees will be voted on at the annual meeting.The Company’s Board is currently comprised of thirteen directors. All of the nomineescurrent directors are currently directors of the Company, whose terms expirestanding for re-election at the annual meeting, with the exception of shareholders in 2014.Joe R. Lee, who will be retiring from the Board at the annual meeting at the end of his current term. The nominees for election as directors for the new term are Catherine A. Bertini, Susan M. Cameron, Kriss Cloninger III, Meg Crofton, E.V. Goings, Joe R. Lee, Angel R. Martinez, Antonio Monteiro de Castro, Robert J. Murray, David R. Parker, Richard T. Riley, Joyce M. Roché, and M. Anne Szostak. Unless otherwise 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” appearing later in this proxy statement.

The following is information concerning the nominees for election, each of whom has a current term expiring at the annual meeting of shareholders in 2014.2016. The nominations are for a term expiring at the annual meeting of shareholders in 20152017 and until a successor is elected 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. Unless otherwise indicated, each such person has served for at least the past five years in the principal business position currently or most recently held.

CATHERINE A. BERTINI, Professor of Public Administration and International Affairs at the Maxwell School of Syracuse University since August 2005. Prior to her current position, Ms. Bertini washas extensive experience in dealings with international organizations, including having served as an Undersecretary General of the United Nations, responsible for an organization with a $1.9$2 billion budget and operations in over 80 countries. She also has had extensive experience in dealings with international organizations. Age 63.66. First elected: 2005.

SUSAN M. CAMERON,retired chairman and CEO of Reynolds American Inc., an $8 billion publicly tradeda publicly-traded tobacco company, since 2014 and during the period from 2006-2011.2004 to 2011. Ms. Cameron currently serves on the boards of R.R. DonnellyDonnelley & Sons Company and Reynolds American Inc. Ms. Cameron has servedconsiderable experience as a chief executive officer of a public company and has considerable experience in the marketing function for international, name-brand consumer products companies, in addition to having served on boards of other public companies. Age 55.57. First elected: 2011.

KRISS CLONINGER III, President and Chief Financial Officer of AFLAC, Inc., an insurance and financial services firm, since 2001.2001, where he also served as Chief Financial Officer until July 1, 2015. Mr. Cloninger alsocurrently serves as a directoron the boards of AFLAC, Inc. and Total System Services, Inc. Mr. Cloninger serveshas 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 66.68. First elected: 2003.

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. Ms. Crofton has extensive experience in diversified operations, staff and executive roles with a highly respected global brand. Ms. Crofton was initially recommended as a nominee by the Company’s Chairman and Chief Executive Officer, and was approved by its Nominating and Governance Committee. Age 62. First elected: January 2016.

E.V. GOINGS,Chairman and Chief Executive Officer of the Company since October 1997. Over the past five years, Mr. Goings has served on the board of R.R. Donnelley & Sons Company. 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 68. First elected: 1996.

JOE R. LEE, retired Chairman and CEO of Darden Restaurants, Inc., which owns and operates restaurant chains. Mr. Lee retired from his position at Darden Restaurants, Inc. in 2005. Over the past five years, Mr. Lee has served as a director of SunTrust Bank of Central Florida, N.A. Mr. Lee has served as a chief executive officer and chief financial officer of a public company, has considerable experience with name brand consumer products and possesses financial expertise, in addition to having served on boards of other public companies. Age 73.70. First elected: 1996.

ANGEL R. MARTINEZ, Chair of the Board, President and CEOChief Executive Officer of Deckers Outdoor Corporation, ana publicly-traded outdoor footwear manufacturer, since April 2005. Mr. Martinez serveshas considerable experience as a chair of the board and chief executive officer of a public company and has considerable experience in the marketing function for name brand consumer products companies, in addition to having served on the board of another public company. Age 58.60. First elected: 1998.

ANTONIO MONTEIRO DE CASTRO, retired Chief Operating Officer of British American Tobacco Company, a position he held until December 2007. Mr. Monteiro de Castro served as a director of Reynolds American, Inc. within the past five years. Mr. Monteiro de Castro has considerable experience as a chief operating officer of an international, consumer products company, is a resident of Brazil, a large foreigninternational market where the Company has a significant business unit, has brand management and financial experience, and has served as a director of another U.S. public company. Age 68.70. First elected: 2010.

ROBERT J. MURRAY, retired Chairman of New England Business Service, Inc., a business services company, after serving as Chairman and Chief Executive Officer from until January 2004. Mr. Murray servespreviously served, within the past five years, as a director of IDEXX Laboratories, Inc., LoJack Corporation, and The Hanover Insurance Group, Inc. Mr. Murray also served as a director ofand Delhaize Group within the past five years.Group. Mr. Murray has servedsignificant experience as a chief executive officer of a public company, possesses financial expertise and has managed a division of a large foreign-based name brand consumer products company, in addition to having served on boards of other public companies. Mr. Murray also brings operating experience from outside the United States. Age 72.74. First elected: 2004.

DAVID R. PARKER, Chief Operating Officer of The Archstone Partnerships, a leading fund of hedge funds manager, since 2005. OverWithin the past five years, Mr. Parker has served as a director of SFN Group, Inc. Mr. Parker has servedextensive experience as a chief executive officer of a public company has experienceand in distribution businesses, and has an in-depth understanding of the Company’s history and complexity due to his long service on the Company’s Board, as well as the board of its prior parent company, Premark International, Inc., in addition to

having served on boards of other public companies. As Chief Operating Officer of a $3.5$3.0 billion fund of hedge funds, he is very involved with a significant part of the worldwide capital markets and their dynamics. Age 70.72. First elected: 1997.

RICHARD T. RILEY, retired Chairman and Chief Executive Officer of LoJack Corporation, 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 boards of Dorman Products, Inc. and Cimpress/VistaPrint, N.V. Mr. Riley has extensive experience in leading companies as a chief executive officer and board member. Mr. Riley was initially recommended as a nominee by one of the Company’s non-employee directors, and was approved by its Nominating and Governance Committee. Age 60. First elected: July 2015.

JOYCE M. ROCHÉ, an 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.bold, a position she held from 2000 to 2010. Ms. Roché currently serves as a director of AT&T Inc., Dr. Pepper Snapple Group and Macy’s, Inc. In addition, over the past five years, Ms. Roché has served on the board of Anheuser-Busch Companies, Inc. and May Department Stores. Ms. Roche has servedconsiderable experience as a chief operating officer of a public company and has considerable experience 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 66.69. First elected: 1998.

M. ANNE SZOSTAK, President and CEO of Szostak Partners, a consulting firm which advises CEOs on strategic and human resource issues, since June 2004. Ms. Szostak currently serves as a director of Dr. Pepper Snapple Group and IDEXX Laboratories, Inc. In addition, overwithin the past five years, Ms. Szostak has served on the boards of Belo Corporation Choicepoint, Inc. and SFN Group, Inc. Ms. Szostak has servedextensive experience in executive positions in a large public company and has considerable experience in executive compensation and human resources, in addition to having served on boards of other public companies. Age 63.65. First elected: 2000.

Vote Required and Resignation Policy

To be elected in an uncontested election, a 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 elected or until his or her earlier resignation or removal. The Company’s By-lawsBy-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, of Directors, which may be conditioned on acceptance by the Board of Directors.Board. If a resignation is so conditioned on acceptance by the Board, of Directors, the Nominating and Governance Committee shall make a recommendation to the Board of Directors on whether to accept or reject such resignation, or whether other action should be taken. The Board of Directors 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 of Directors that concern such resignation.

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

Board Committees

Audit, Finance and Corporate Responsibility Committee

The Audit, Finance and Corporate Responsibility Committee (the “Audit Committee”), which held seven meetings in 2013,2015, 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 and accounting policies, 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 reviews and makes recommendations to the Board of Directors concerning the Company’s code of conduct, its financial structure and financing needs and activities, and makes determinations regarding related party transactions, if any. The current members of the Audit Committee are Mr. CloningerMonteiro de Castro (Chairperson), Ms.Mses. Bertini Ms. Cameronand Szostak and Messrs. MartinezLee, Murray and Parker.Riley. Mr. Lee is retiring from the Board at the annual meeting at the end of his current term. Mr. Riley joined the Audit Committee on his appointment to the Board in July 2015. All such members are independent in accordance with New York Stock Exchange listing standards, and the

Board has determined that one memberthree members of the Audit Committee (Mr. Cloninger) is an(Messrs. Monteiro de Castro, Murray and Riley) are audit committee financial expert,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).

Compensation and Management Development Committee

The Compensation and Management Development Committee (the “Compensation Committee”), which held five meetings in 2013,2015, makes compensation recommendations to the Board for the Company’s senior management, including the Chief Executive Officer. It also directs the administration of and makes various determinations under

management incentive plans, approves the compensation discussion and analysis 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. 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 executive management, specifically approves salaries and incentive programs for corporateexecutive officers, and recommends for approval of the full Board of Directors the compensation for those corporate officers at or above the level of senior vice president, including each of the named executive officers. While the Compensation Committee may specifically set the salary and incentive program for any key executive below the level of corporateexecutive officer, as a general matter it delegates this role to senior management. The Company’s executive vice president and chief human resources officer and chief executive officer recommend all executive officer-level compensation actions, except that the chief executive officer is not involved in any recommendation concerning his own compensation. The chief executive officer’s compensation is recommended by the Committee after consultation with its compensation consultant, which it directly engages as authorized by its charter. The current members of the Compensation Committee are Ms. RochéMr. Parker (Chairperson), Ms. SzostakMses. Cameron, Crofton and Roché and Messrs. Lee, Monteiro de CastroCloninger and Murray.Martinez. Ms. Crofton joined the Compensation Committee on her appointment to the Board in January 2016. All such members are independent in accordance with New York Stock Exchange listing standards.

In 2013,2015, the Compensation Committee engaged Aon Hewitt to provide 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, 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 Aon Hewitt to provide similar services in 2014.2016. The total fees for such services in 20132015 were $276,000.$185,000. The Company also engaged the parent company of Aon Hewitt, providedAon Plc (“Aon”), to provide services unrelated to executive compensation consulting to the Company during 2013 in addition to those provided to2015. The additional services were recommended by management and approved by the Compensation Committee. The additional servicesCommittee, and consisted of consulting on a variety of health and welfare benefit matters, and thematters. The total fees for such additional services in 20132015 were $338,600.

$350,487. The Company has initiated a relationship with an alternative consultant to provide, going forward, approximately half of the non-executive compensation services, and the Company expects to see a corresponding reduction in the 2016 fees paid to Aon for non-executive compensation services. The Compensation Committee considered SEC rules and New York Stock Exchange listing standards when assessing the independence of its consultants,consultant Aon Hewitt, and concluded that it was independent under such guidelines, and that the other work performed by Aon Hewittits parent company during 20132015 did not affect the independence of Aon Hewitt.its independence. Among the factors considered in the conclusionindependence analysis were the scope of compensation and additional services provided to the Company, the total fees for related and unrelated services paid to Aon and Aon Hewitt as a percentage of Aon’sits total annual revenue, the policies and procedures of Aon and Aon Hewitt related to preventing conflicts of interest, that no business or personal relationships exist between the Aon consultants and the Compensation Committee or management and that no stock of the Company is owned by the Aon Hewitt consultants performing work for the Compensation Committee.

Nominating and Governance Committee

The Nominating and Governance Committee (the “Nominating Committee”), which held twofour meetings in 2013,2015, identifies and reviews qualifications of, and recommends to the Board, candidates for election as directors of the Company, and also acts on other matters pertaining to Board membership. The Nominating Committee evaluates and determines the criteria for selection of a director candidate in the context of the continuing makeup

of the Board of Directors 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 include the use of third-party search firms or solicitations of nominee suggestions from management or the non-managementnon-employee members of the Board. The Nominating Committee’s current criteria for consideration of any new candidate for selection include, at a minimum, experience in managing a consumer products business or an international business or organization and experience as a chief executive officer, chief operating officer or other senior position with a public company. After compiling background material on potential nominee candidates, management provides an analysis against 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. The Nominating Committee also considers any recommendations of shareholders as to candidates for Board membership. 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 of Directors in regard thereto. The Nominating Committee also determines compensation of non-managementnon-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 Mr. Murray (Chairperson), Ms. Roché, Ms. Szostak, and Messrs. Cloninger, Monteiro de Castro and Parker, and all such members are independent in accordance with New York Stock Exchange listing standards.

Executive Committee

The Executive Committee, which did not meet in 2013,2015, 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 Mr.Messrs. Goings (Chairperson), Ms. Roché and Messrs. Cloninger, Monteiro de Castro, Murray and Parker.

Board Meetings and Annual Meeting of Shareholders and Directors’ Attendance

There were five Board meetings held in 2013.2015. No director attended fewer than 75 percent of the aggregate of Board and committee meetings on which the director served as a committee member.member, with the exceptions of Messrs. Lee and Martinez, who attended 66% and 60%, respectively due to illnesses. Mr. Lee is retiring from the Board at the annual meeting at the end of his current term. The Company’s corporate governance principles provide that directors should be available to attend scheduled and special Board and committee meetings on a consistent basis and in person, as well as to attend the annual meeting of shareholders. All of the Board’s 11 directors, who were directors at the time, attended the annual meeting of shareholders in 2013, except for Mr. Lee.2015.

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 theits key committees of its Board of Directors (Audit, Finance and Corporate Responsibility Committee, Nominating and Governance Committee, and Compensation and Management Development Committee). These documents may be found on the Company’s website (www.tupperwarebrands.com) in the Investor Relations section under the Corporate Governance tab. 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-managementnon-employee members of the Company’s Board of Directors.Board. Communications from interested parties to non-managementnon-employee directors are routed to the chairperson of the Audit, Finance and Corporate Responsibility Committee of the Board, of Directors, who then determines whether such communication shall be distributed to all non-managementnon-employee directors, makes such distribution if so determined, and oversees reaction to such communications by the Board, of Directors, if appropriate. Instructions regarding the various means to communicate with the Company’s compliance officers and the Board of Directors are located at TupperwareBrands.com\InvestorRelations\CorporateGovernance\GovernanceDocuments\CodeofConduct.on the Company’s website (www.tupperwarebrands.com) in the Code of Conduct section. While this communication access is intended primarily to accommodate matters involving the code of conduct, the Board of Directors invites interested parties to contact the Board or any of its individual members, including the Presiding Director, on any topic of interest through the online form available at TupperwareBrands.com\InvestorRelations\CorporateGovernance\on the Company’s website (www.tupperwarebrands.com) in the Investor Relations section under the Board of Directors tab, or in writing to Board, of Directors, c/o Tupperware Brands Corporation, Post Office Box 2353, Orlando, Florida 32802, USA. These avenues of

communication canare 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. If the operator asks for a name when calling collect, to remain anonymous, the caller may respond “Tupperware.” The hotline is staffed by multi-lingual professionals through an independent company called The Network. The caller may direct the report to the Board of Directors by so advising The Network.

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

The Board of Directors has affirmatively determined that each of the following non-managementnon-employee members of the Board (or 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 therefore 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, Joe R. Lee, Angel R. Martinez, Antonio Monteiro de Castro, Robert J. Murray, David R. Parker, Richard T. Riley, Joyce M. Roché and M. Anne Szostak. Mr. Lee is retiring from the Board at the annual meeting at the end of his current term.

Effective May 13, 2015, the Board revised its previous policy that non-employee directors retire from the Board upon the date of the Annual Meeting of Stockholders following their attainment of age seventy-five (75), such that any non-employee director joining the Board after May 8, 2015 shall retire from the Board upon the date of the Annual Meeting of Stockholders following their attainment of age seventy-two (72). Notwithstanding the foregoing, the Nominating and Governance Committee may recommend the re-election or continuance in office of any director.

Diversity

The Board of Directors 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 and Governance 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.

Strategy and Risk Oversight

The Board participates actively in the development and approval of Directors’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 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 of Directors.Board. The Audit Committee receives materials 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 Company’s enterprise risk management process for the identification of and response to major risks. The Compensation Committee reviews compensation structures and programs to assure thatevaluate whether they do not 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, of Directors, 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 of Directors 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, 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 of Directors has chosen to combine the roles of chairman and chief executive officer and to have an independent Presiding Director. The duties of the Presiding Director include presiding at meetings of the independent directors, serving as liaison between the Board and the Chairman and Chief Executive Officer, approving schedules, agendas and materials sent to the Board, oversight of the Board of Directors and CEO evaluation processes, and coordination of the director candidate interview process. He also advises the Chairman and Chief Executive Officer on the quality, quantity and timeliness of management information provided to the Board, and makes recommendations on Board of Directors committee membership, chairs and rotation. He 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 structure has, as evidenced by the feedback of directors over the years, provided 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. As a consequence, the Board has determined that no significant benefit would be realized at this time by separating the roles of chairman and chief executive officer. Mr. Robert J. Murray currently serves as Presiding Director.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of shares of the Company’s common stock beneficially owned as of March 17, 201428, 2016 by each director and nominee for election, 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 owns more than 1 percent of the Company’s common stock, except Mr. Goings, who owns 2.211.69 percent. All directors and executive officers as a group own 4.333.22 percent of the Company’s common stock.

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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (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, 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 and greater than ten percent beneficial owners that no other reports were required, the Company believes all Section 16(a) filing requirements applicable to its officersdirectors and directorsexecutive officers were complied with for the Company’s 20132015 fiscal year.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 28, 201326, 2015 regarding the Company’s common stock that may be issued under equity compensation plans currently maintained by the CompanyCompany:

TRANSACTIONS WITH RELATED PERSONS

Policy

The Board of Directors of the Company 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 Chairman and Chief Executive Officer of the Company (unless he is the related person), and (2) the Audit, Finance and Corporate Responsibility Committee of the Board of Directors (or, if determined by that Committee, by all of the independent directors of the Company). Transactions which are covered by this policy include all transactions which 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 Chairman and Chief Executive Officer, for twelvefourteen years. In fiscal year 2013,2015, her total compensation package was 180,023 euros.199,374 euros (approximately U.S. $222,170). This transaction has been reviewed and approved in accordance with the Company’s policy on transactions with related persons.

REPORT OF THE AUDIT, FINANCE AND CORPORATE RESPONSIBILITY COMMITTEE

The Audit, Finance and Corporate Responsibility Committee of the Board of Directors (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 28, 2013,26, 2015, 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 has concurred in such representation in its opinion relating to such audited financial statements. The Committee discussed with representatives of PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16. 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 of Directors that the audited financial statements for the Company’s 20132015 fiscal year be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013.26, 2015.

Audit, Finance and Corporate Responsibility Committee

Kriss Cloninger III,Antonio Monteiro de Castro, Chairperson

Catherine A. Bertini

Susan Joe R. Lee

Robert J. Murray

Richard T. Riley

M. Cameron

Angel R. Martinez

David R. ParkerAnne Szostak

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion and& Analysis

Introduction

The Company maintainsThis section describes the programs and philosophy behind the Company’s executive compensation practices for its Named Executive Officers (the “NEOs”) and the process that the Compensation and Management Development Committee (the “Committee”) of the Board uses to determine executive compensation arrangements. Generally, the Company’s executive compensation programs which are intendeddesigned to attract, retain and retain talented individuals formotivate executives in consideration of balancing both the benefit of furtheringshort- and the balancedlong-term interests of the Company, its shareholders and employees. The Compensation and Management Development Committee of the Board of Directors (the “Committee”), which oversees the Company’s executive compensation programs and approves compensation elements for its officers, is made up entirely of independent directors. In designing the program, the Committee strives to maintain a strong correlation between the Company’s pay practices and its long- and short-term performance, while considering relevant experience of executives in the industry, the Company’s business model, and each individual’s performance. This Compensation Discussion and Analysis provides information regarding both the 2013 executive compensation programs and changes being implemented for the 2014 program year.

For 2013, the Named Executive Officers, or “NEOs” were:employees.

Executive Summary

2015 Say-On-Pay Result

In 2013, Tupperware Brands delivered strong financial resultsMay 2015, shareholders overwhelmingly approved the Company’s non-binding advisory vote on executive say-on-pay with over 98% of the votes cast in support of the proposal, for the second year in a row. The 2015 proxy filing described the Company’s compensation programs, including how the Committee and returns to shareholders. Sales, net income and cash flow from operating activities increased over 2012, as further described below, by 3%, 42% and 8% respectively. The Company’s stock price rose 51% during 2013 from $62.67 to $94.91. In addition,the Company made significant design modifications, most of which took effect during the 2014 fiscal year, following the Company continued its share repurchase program, purchasingtwo-thirds votes cast in support of the open market a total of 4.6 million shares for $375.0 million,say-on-pay proposal at the Company’s May 2013 annual meeting. Both the Committee and the Company’s Boardsenior leadership viewed the 2014 and 2015 results of Directors declared $2.48 per share of common stock dividends, or 2.6% of its closing 2013 stock price.

Highlights of the 2013 executive compensation programs:

2013 Say on Pay

At the Company’s annual meeting of stockholders in May 2013, the Company received a two-thirds favorable vote on its say-on-pay proposal. While the overall outcome of the vote indicated support as endorsements of the Company’s executive compensation program, evidenced by the significant improvement over the percentage of votes cast in support of the May 2013 levelsay-on-pay proposal. In consideration of support was considerablythe recent say-on-pay results, and the Company’s ongoing shareholder outreach program, described below, that evidenced in 2012 and in preceding years. Although this vote was an advisory vote and was not binding on either the Company or the Board of Directors (or any of its committees), the Committee deliberated extensively about the results of this vote and considered these results when conducting its ongoing review ofno changes were made to the Company’s executive compensation program. Overprogram during 2015.

2015 Business Results

As illustrated in the past year members of management, as well as the Chairperson of the Committee, conducted extensive shareholder outreach efforts, targeting shareholders holding more than two-thirds of the Company’s common stock and a proxy advisory firm, to discuss the Company’s executive compensation practices.

Recent Enhancements to the Executive Compensation Program

The Committee continuously reviews the executive compensation programs to evaluate whether they support the compensation philosophy and objectives and serve the interests of shareholders. In 2013, the Committee was aided in its review by input garnered from shareholders during the outreach program described above. As a result of its review, the Committee made a number of changes to the executive compensation program, most of which will take effect in 2014. These changes include:

The following table illustrates the Company’s key financial metrics, as measured for incentive purposes:

The Committee andcharts below, the Company review, on an ongoing basis, the Company’s executive compensation programs to evaluate whether they support the Company’s executive compensation philosophy and objectives. The Company has adopted the following corporate governance practices, each of which the Committee believes reinforces the executive compensation philosophy and objectives: stock ownership requirement for executives, a stock trading policy which prohibits hedging and pledging of Company stock, and a clawback policy. Each of these practices is discusseddelivered good growth in further detail in this Compensation Discussion and Analysis.

2013 Company Performance

The Company had strong performance in 2013, with sales up 6%2015, in local currency and 3% in U.S. dollarssales and net income, underexcluding certain items as highlighted and reconciled to its U.S. GAAP up 42%results on page 23. Weaker foreign exchange rates than 2014 hurt the year-over-year sales performance by 17 percentage points and as measured for incentive purposes up 5%. the translation impact on the diluted earnings per share comparison was $1.36 negative. There were also significant expenses recorded in connection with devaluation of the Venezuelan bolivar, although the amounts of such items were lower than in 2014.

Cash flow from operating activities net of investing activities at $263 millionin 2015 was well managed at 94.3%98% of net incomeincome. The Company also continued to operate under its robust approach of returning capital to shareholders through $138.0 million of dividend payments. During 2015, the Company’s share price declined 12.2% from $63.68 to $55.89.

Executive Compensation & Governance Best-Practices

The Committee regularly monitors and implements many public company best practices in executive compensation and governance, as illustrated in the following table:

2015 Compensation Highlights

During late 2013 and early 2014, the Committee modified the Company’s executive compensation programs in consideration of feedback received during shareholder outreach. Among the key changes, the Committee (i) lowered

the CEO and COO’s 2014 base salaries and individual Annual Incentive Program targets to bring them to between the 50 and 60th percentile of the then market-based pay, (ii) altered the make-up of the Company’s comparator peer group to more closely align the average revenue and market-capitalization of the group to that of the Company, (iii) changed the mix of long-term incentive awards granted to more heavily favor performance-based shares, and (iv) replaced cash flow as a measure in the performance share program with relative total shareholder return.

The Committee believes that actual compensation earned by the Company’s executive officers is appropriately aligned with Company performance and shareholder interests through the design of the Company’s target compensation programs. As illustrated in the graphs below under “Target Pay Mix for Executive Officers,” the performance-based portion of total target compensation for the CEO, COO, and other NEOs represented 86%, 77%, and 66% on both a U.S. GAAP basis and as measured for incentive purposes. See page 21 for a reconciliation ofaverage. The Company’s Annual Incentive Plan earnings are based on the achievement against one-year goals in (i) net income (or segment profit, if applicable) measured in constant currency to accurately reflect achievement against objectives established at the beginning of the year, and (ii) free cash flow from operating activities, netflow. The Company’s annual equity awards are designed to align compensation with shareholder interests directly through stock price appreciation using stock options, and through achievement of investing activities, on a U.S. GAAP basislong-term performance-based goals and changes in stock price and dividends paid under the performance share program. The Committee sets the weighting of each of the respective elements of compensation to maintain what it believes to be an appropriate balance of short- and long-term incentives within the amounts used for incentive purposes.

The Company andDuring 2015, the Committee believe that focusing executive leadershipdid not change the base salary or individual Annual Incentive Program targets for either the CEO or COO. Neither the CEO nor the COO has received an increase in base salary since the 2014 base salary reductions described above. The Committee adjusted base salaries for each of the other NEOs in consideration of market-based salary information and experience in their respective roles. For 2016, in light of the difficult external environment, including the strong U.S. dollar in relation to most foreign currencies as compared with two and three years ago, the Committee does not currently anticipate increasing the base salary of any of the Company’s NEOs.

During 2015, Annual Incentive Program awards were earned by the Company’s NEOs based on earnings per share, net income and cash flow is an effective way to promote long-term growth and shareholder returns. The 2013 incentive programs focusedactual 2015 achievement versus goals established based on growth over 2014 results. As described below in these three metrics, with performance measuredgreater detail, the Company calculates Annual Incentive Program results at the same foreign exchange raterates at which the goals are set. The Committee believes that, given the Company’s extremely high proportion of revenue and segment profit generated from outside the United States (over 90%), measuring results at the same exchange rates at which the goals were set provides the best measurement of management’s success in setting its strategies and excluding certain items. These metrics, measuredtheir implementation.

Consistent with the Company’s annual equity award philosophy and program in 2014, during 2015 the Committee made annual long-term incentive awards to each NEO consisting of performance-based share awards that may vest in 2017 based on achievement against three-year performance goals, as described are consideredbelow under “Long-Term Incentive Programs,” and stock option awards. Related to be those that can be directly impacted by strategies developed by management, which when successfully implemented leadhis promotion to growthEVP & Chief Global Marketing Officer in 2015, Mr. Jaggy received a promotional restricted stock unit and stock option grant in January 2015, along with an efficient usethe typical annual award of capital that should produce high total shareholder return. Asstock options for NEOs in November 2015, each as described under the heading “Elements“Long-Term Incentive Programs”.

2015 – 2016 Shareholder Outreach

The Company, led by management and, as and when requested or prudent, the Chair of Officer Compensation, Short-Term Cash Compensation” below, the Committee, applied negative discretion underregularly engages its larger shareholders in outreach meetings, typically targeting holders, in the Annual Incentive Plan for participants, includingaggregate, of greater than 50% of the NEOs, subjectCompany’s common stock. The intent of these meetings is to (i) discuss investor philosophies on compensation programs in order to consider their perspectives when designing the Company’s executive compensation programs, (ii) review recent changes made to the program’s worldwide measures.Company’s executive compensation programs, many of which have been supported by previous outreach efforts, and (iii) answer questions or address concerns raised with respect to the Company’s executive compensation programs. Shareholder outreach meetings conducted in the 2015 – 2016 season, through the printing date of this proxy filing, have resulted in meaningful dialogue with investors, and have generated feedback that is both positive on the whole and consistent with the 2015 results from the Company’s say-on-pay shareholder vote.

Executive Compensation Philosophy

Attract and Retain the Company’s Key Leadership

The Company’s executive compensation program focuses on attracting and retaining highly seasoned,high-performing, successful leaders while incenting short- and long-term Company performance through a balanced mix of compensation vehicles. The elements comprising the total pay package are designed considering practices of competitors and benchmarking against the pay levels within the compensation peer group (as discussed below under the heading “Compensation“Peer Group & Compensation Benchmarking”).

The Committee strives to provide incentive programs that directly align management compensation with long-term shareholder value creation, with consideration for managingof risk created while promotingimplementing the Company’s business strategies. The Company’s executive compensation philosophy balances short- and long-term elements of pay by focusing management on key financial measures, which the Committee believes provide the greatest shareholder value.

Short-Term Compensation:

Long-Term Compensation:

Certain employees, including select NEOs with direct oversight of business units, may also participate in Gainsharing Programs designed to incent and reward mid-term profit growth in select units and groups of units. The CEO, COO and CFO do not participate in any Gainsharing Program. In addition, the Company may selectively grant restricted stock unitstock-based awards selectively among officers for critical retention purposes, though no RSU awards were madeupon an employee’s initial hire or promotion to NEOs during 2013.an executive officer role.

During its reviewTarget Pay Mix for Executive Officers

The Company’s executive compensation philosophy balances short- and long-term elements of pay practices, including the outreach efforts discussed above, theby focusing management on key financial measures. The Committee evaluated and revised its approach to total compensation for the CEO and COO. The individual pay mix for the CEO and COO have shifted in 2014 to further emphasize performance-based compensation. Base salary and individual target bonus levels for the CEO and COO, comprising the fixed elements of total compensation, have been reduced to between the 50^th and 60^th percentile of the Company’s compensation peer group, shifting the profile of total compensation to a greater emphasis on performance-based plans. In addition tobelieves this change in CEO and COO cash compensation philosophy, the Committee also shifted the mix of total equity compensation awarded to all officers from 60% time-based stock optionspay elements provides the greatest incentive for shareholder value creation through the formulation and 40% performance shares, to 45% time-based stock options and 55% performance shares. This change in the mixexecution of equity vehicles was implemented beginningeffective business strategies, with the November 2013 stock option grant.

due consideration of risk. The following charts illustrate the described change inpay-mix elements of total target annual direct compensation, philosophyexcluding non-recurring awards, for the Company’s CEO:CEO, COO and other NEOs.

Elements of at-risk compensation: Annual Incentive, Stock Options, Performance Shares (and Gainshare as discussed below under the heading “Mid-applicable)

Elements of compensation aligned to shareholder returns: Stock Options and Long-Term Incentives”, the Company added relative total shareholder return (rTSR) as a performance measure in its Performance Share Program replacing the previously used cash flow measure, to further align incentive compensation with returns to shareholders.Shares

Role of the Committee and Management in Compensation Decisions

The Committee is responsible for establishing, overseeing and determining all compensation arrangements for executive officers of the Company, including each of the NEOs. As discussed above under “Board Committees”Committees,” the

Committee works closely with its independent compensation consultant, Aon Hewitt, to determine the market-based compensation arrangements for the Company’s officers.

Recommendations for compensation of officers other than the CEO are made to the Committee by management, including the CEO. The CEO’s compensation is determined by recommendation of the Committee in consultation with the Committee’s independent compensation consultant, and is subject to approval by the independent directors of the full board.Board. Recommendations for compensation of executive officers other than the CEO are made to the Committee by management, including discussion on individual performance by the CEO and the Committee’s compensation consultant. The Committee, in consideration of its objectives, reviews recommendations as well as incentive programs for all executive officers. Based on this review, the Committee approves the annual incentive opportunities and equity awards, and recommends for the approval of the full Board salaries for executive officers at or above the level of senior vice president, including the NEOs.

All compensation recommendations are influenced by both market-based and non-market basednon-market-based factors including the Company’s compensation peer group, role-based pay and mix, individual performance against objectives, leadership and other factors, including but not limited to changes in role or changes in the scope of role, historical compensation adjustments and tenure within position. SeeTo enable informed decisions, the “AdministrationCommittee reviews tally sheets that afford a complete picture of each executive’s current and Oversight” section of this proxy statement on page 26 for further information regardinghistorical compensation elements including realizable compensation, as well as each executive’s positioning against the Committee.market data.

Compensation Practices and Associated Risk

During 2013, the Committee reaffirmed, with the assistance of its independent compensation consultant, that the existing elements, and the elements after the changes described in this proxy, of the Company’s compensation system do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company. This determination has been reached in consideration of the following design elements within the Company’s various compensation programs, policies and practices: mixture of cash and equity compensation; mixture of performance time horizons; use of multiple transparent financial metrics; use of capped awards; use of required stock ownership amounts at senior management levels; a broad clawback policy; and a rigorous auditing, monitoring and enforcement environment. See the Risk Oversight section of this proxy statement on page 26 for additional discussion.

Peer Group & Compensation Benchmarking

When determining the appropriate compensation arrangements for the Company’s executive officers, the Committee takes into accountconsiders both typesa comparator peer group of similar companies and information from two generally available surveys. Market-based pay levels are established for each executive role by equally weighting compensation levels of compensation for a compensationthe peer group in addition to generally available survey information provided by multiple sources. Each of the compensation peer group data and the general industry executive compensation survey data is weighted 50 percent.average of amounts included in the surveys. The advantages of usingCommittee includes multiple data sources include mitigatingto mitigate year-over-year fluctuations in afrom any single data source creatingas it promotes greater stability in the compensation planning process, and identifying consensus or inconsistencies among and between data sources, allowing a better understanding of the market. Companies included in the two general-industry executive compensation surveys varied by source and ranged between 100 and 500 participants having revenues in a range similar to the Company, generally between $1 billion and $5 billion.process.

The compensation peer group consists of public companies whichthat were selected by the Committee, in consultation with its independent compensation consultant, based on similarities in operational focus, industry, and complexity (as measured by revenues,revenue, percentage of revenuesrevenue outside the United States and, to a lesser extent, equity market capitalization). The Committee believes that these criteria have resulted in the selection as peers of businesses in which the Company is engaged or against which it competes for executive talent. The compensation peer group companies are reviewed annually by the Committee for continued appropriateness.

The compensation peer group includes companies that:

During itsthe 2013 review of the Company’s compensation programs, and considering the feedback it received in theshareholder outreach efforts, discussed earlier, the Committee, in consultation with its independent compensation consultant, reviewed the compensation peer group and approved adjustments to the Company’s historical peer group to bring the median revenuesrevenue and market capitalization into closer alignment with that of the Company. At its August 2013 meeting, the Committee finalized changes to the composition of the compensation peer group effective for making 2014 compensation decisions beginning in 2014, by removing four of the larger revenue generating companies (Campbell Soup Company, Dr. Pepper Snapple Group, Inc., Jarden Corporation and The Estee Lauder Companies Inc.) and replacing them with three companies with revenues and market capitalization closer to that of the Company.Company (Brown-Forman, Silgan

Holdings and Spectrum Brands Holdings). In addition, the peer group was further modified in 2015 to eliminate Beam Inc. due to its 2014 acquisition. The compensation peer groupsgroup used to make fiscal year 2013, and subsequently fiscal year 2014,evaluate 2015 compensation decisions are outlined inconsisted of the following table, along with their year-end 2012 revenues which were used in the August 2013 peer group analysis. In 2012, Tupperware Brands’ comparable annual revenue and year-end equity market capitalization were $2.5 billion and $3.1 billion, respectively. As of the end of fiscal 2013, the Company’s equity market capitalization was $4.8 billion.companies, categorized by industry:

While the Committee approved modifications to the compensation peer group to bring the median revenues of the peer group into better alignment with the Company, the revised compensation peer group for 2014 continues to include one key competitor, Avon Products, Inc., whose annual revenue exceeds 2.5 times that of the Company. The Committee concluded that maintaining this entity within the compensation peer group was appropriate as that entity directly competes with the Company for executive talent.

Pay Positioning Philosophy for 2013 and Changes for 2014Executive Officers

When making compensation decisions, the Committee considers market-based data described above on base salary, target annual incentive opportunity and long-term incentive program opportunity for each of the Company’s executive officer positions separately, as well as the individual performance of each officer, before making its determinations. Each officer position is compared independently to the market-based data for base salary and target annual incentive opportunity.executive officer.

All elements of salary and incentive compensation, except Gainsharing Programs, are materially affectedimpacted by the benchmarking process. While all elementsThe following table illustrates the targeted pay percentile positioning for each of the Company’sNEOs over the last three years.

As illustrated in the table above, following the 2013 incentivesay-on-pay shareholder vote, the Committee altered its philosophy on compensation programs were generally targeted to the 50^th percentile of the external market (except for the CEO and COO who were targetedfrom targeting all elements at the 75^th percentile),75th percentile of the compensation peer group, to a more ‘at-risk,’ performance-required pay mix. Annual base salary and annual target bonus incentives for each of the CEO and COO were lowered beginning with fiscal year 2014 to between the 50th and 60th percentile of the compensation peer group. For these individuals, the total compensation package for 2014 and 2015 maintained a 75th percentile target value, although at a lower absolute total target compensation number than would be expected against the prior group, given the changes in the peer group as described above.

For all pay elements other than base salary, actual compensation is contingent upon either the successful completion of performance goals or an increase in the Company’s stock price and can fluctuate above or below the targeted percentile of market. Gainsharing Programs are not included in the benchmarking process since these programs are intended to incent performance above and beyond what benchmarked compensation is intended to deliver. Gains from past incentives are also not factored into the establishment of target compensation nor are other remuneration programs, such as for retirement.

In determining

The Committee believes that targeting the total compensation arrangements for 2013,each of the Committee targeted all compensation elements for both thecurrent CEO and COO to approximate the 75^th percentile of market-based pay dueabove median is critical to the long-term success and stability of the business, given their tenure critical experience, performance and abilities of these individuals. When determining the CEO’s 2013 base salary, the Committee determined that the CEO’s seasoned experience in the global direct-to-consumer industry andalong with their experience in leading organizations noted for diverse brands and merchandise mix, including both durable and consumable products, placesproducts. The Committee does not hold this policy as enduring for future CEOs and COOs. On the Company at risk, as he is seen as a viable candidate to manage a much larger business. When determining the COO’s 2013 base salary,replacement of either role, the Committee also consideredwill review the COO’s seasonedcandidate’s experience and tenure in managing complex, global operations onthe direct-to-consumer industry, and position the total compensation package accordingly. Though the Board does maintain a day-to-day basis.

As noted throughout this discussion and analysis,robust succession planning process, neither the Committee altered its philosophy on compensation fortiming of the CEO and COO from targeting all elements at the 75^th percentile, to a more ‘at-risk,’ performance-required pay mix. Annual base salary and annual target bonus incentives for eachretirement of the CEO andor COO, were lowered for fiscal year 2014 to betweennor the 50^th and 60^th percentileselection of the compensation peer group. For these individuals, the 2014 total compensation package maintains a 75^th percentile target value, albeit at a lower absolute total target compensation number, given the change in the peer group.

In addition to consideration of market-based pay, the Committee also considers CEO pay in relation to the pay of the COO. The Committee determined, with assistance from its compensation consultant, that an appropriate ratio of total compensation of the CEO to that of the COO is between 2 and 3 times higher. In 2013, the ratio of CEO to COO total compensation (as indicated in the Summary Compensation Table below) was 2.32, which was down from 3.15 in 2012. The most significant factor contributing to the reduction in the pay-ratio from 2012 to 2013 relates to the CEO’s SERP as described in detail under the heading “Retirement and Savings Plans” below.

To enable informed decisions, management provides to the Committee individual tally sheets that afford a complete picture of each executive’s current and historical compensation elements including realizable compensation, as well as each executive’s positioning against the market data.their respective successors, has been determined.

Elements of Officer Direct Compensation

In line with the Company’s philosophy to attract and retain talented individuals to further the interests of the Company and its shareholders, executive officers are compensated through various elements that include a balance of short-, mid- and long-term focus. Target compensation for executive officers generally includes base salary, an annual

incentive programAnnual Incentive Program target award and long-term equity awards. In addition, certain officers with direct responsibility for a portion of the Company’s global operations may receive, at the discretion of the Committee, a Gainsharing Program, designed to reward profit performance over stretch targets. The Company’s CEO, COO, CFO and other similarly global-focused positions are not eligible to participate in Gainsharing Programs. As business group leaders, Messrs. Skroeder and Drake participated in Gainsharing Programs during 2013. Gainsharing Programs are explained further below under the heading “Mid- and Long-Term Incentives”.

Factors considered in setting executive compensation are: (a) level and scope of responsibility; (b) impact upon the business; (c) market competitiveness; and (d) Company goals. The primary elements of short-term cash compensation are base salary and bonus under the Annual Incentive Program (AIP).

Short-Term Cash Compensation

Base Salary

Annual base salary is the keystone to attracting and retaining talented employees, providing a fixed level of income. Generally, allEach of the Company’s executive officer roles areis benchmarked to market using salary grading and structures and are aligned with the market data discussed above under the heading “Compensation Benchmarking”. On an annual basis, the Company determines what the overall merit salary increase budget will be after considering market trends, inflation and expectations related to business needs. For U.S.-based employees, the Company has maintained an annual salary increase budget of 3% for each of 2012, 2013 and 2014. Salary adjustments in addition to merit increases may be made based on positioning relative to the external market and/or job changes during the year.

The Committee reviewed officer base salaries during its February 2013 meeting. In 2013, Mr. Goings, Mr. Hemus and Mr. Drake received salary adjustments in line with the annual salary increase budget of 3.0% as their respective total compensation packages were generally in line with the then current philosophy on pay positioning, as discussed above under the heading “Compensation Benchmarking”. Mr. Poteshman and Mr. Skroeder received“Peer Group & Compensation Benchmarking.” When determining base salary increaseslevels, the Committee considers the benchmark pay, the salary increase target for the Company overall, the executive officer’s performance in the previous year, scope and complexity of 4.0%role, leaders of similar responsibility within the Company, experience and 1.5%, respectively, in considerationtenure related to their respective responsibilities, and total direct compensation (base salary plus short- and long-term incentive targets described below).

The following table illustrates the base salary for each of their existing individual competitive positioning.

At its meeting in February 2014, in consideration of itsthe NEOs, since the Committee approved a change in target philosophy related to the compensation arrangements for the CEO and COO discussed above under the heading “Pay Positioning Philosophy for 2013 and Changes for 2014,” the Committee approved base salary decreases for Messrs. Goings and Hemus of 14.2% and 10.4% to $1,000,000 and $610,000, respectively, and an increase for Mr. Poteshman of 3% to $481,076. Messrs. Skroeder and Drake’s base salaries were not adjusted from 2013 levels. The base salary changes were effective during February 2014.

The following table sets forth the beginning fiscal 2013 base salaries for each of the NEOs and the adjustments made during 2013 and 2014, including in accordance with the shift in compensation philosophy noted above under the heading “Pay Positioning Philosophy for 2013 and Changes for 2014”:2013:

As noted above, the Committee does not currently anticipate increasing the base salaries of any of the Company’s NEOs in 2016.

Annual Incentive Program:Program

Program Design

The Annual Incentive Program (the “AIP”) is a broad-based program emphasizing pay-for-performance by rewarding approximately 250 key-management participants, including each of the NEOs, for short-term (annual) financial results. Individual AIP payout targets, calculated as a percentpercentage of year-end base salary, are based on job level and are benchmarked to the external marketplace. Approximately 250 of the Company’s key management employees were eligible to participate in the 2013as described above under “Peer Group & Compensation Benchmarking”. The AIP including each of the NEOs. As in recent years, the AIP measuresis used to determine the payout under the program werereward growth in consolidated net income, or unit segment profit where applicable, and conversion of profit into cash flow. The AIP awardsCommittee believes that focusing management on these financial metrics best positions the Company for NEOs who hold corporate-wide positions were based entirely on consolidated net income and cash flow, while AIP awards for NEOs who serve as group presidents were based in part on consolidated results and in part on their respective business unit’s segment profit and cash flow results. This design element ties a portion of the incentive compensation to the performance of the NEO’s area of direct responsibility while maintaining the NEO’s focus on overall Company objectives.long-term success. In all cases, the net income or segment profit performance accounts for 70% and cash flow performance accounts for 30% of the total award. The

Earnings under the AIP incorporatesprogram can range from 0% for below threshold goalsachievement to 200% for which no award is paid ifachievement of maximum goals. Target goal achievement results are less than the threshold, and maximum achievement goals which result in a maximum of 200% of target to be paid. Under the AIP, achievement of threshold, target or maximum goals result in a 50%, 100% or 200% payout, respectively, under each of the performance related measures,earning factor, with straight line interpolation calculated for achievement between eachthreshold, target and maximum results.

AIP awards for the NEOs who hold corporate-wide positions are measured entirely on consolidated net income and cash flow, while the award for the NEO who serves as a group president is measured in part on consolidated results, and in part on her respective group’s segment profit and cash flow results. The Committee believes that this program design facilitates focus on overall Company results, while incenting certain potential NEOs to focus on performance of the three points.their areas of direct responsibility.

2015 Individual Targets

Individual AIP targets, expressed as a percentage of year-end base salary, for 2013 remained generally unchanged from 2012, with the exception that all AIP participants whose individual target percentage of base salary included a fractional amount were rounded up to the nearest whole percentage. This adjustment, made for administrative purposes, affected approximately 60 participants globally, including Messrs. Poteshman, Skroeder and Drake whose individual AIP targets increased by one-half of a percentage point.

During its review of the executive compensation program, including the feedback received during its outreach efforts, the Committee adjusted the 2014 AIP target opportunities for Messrs. Goings and Hemus were lowered beginning in 2014 as a result of changes made by the Committee in pay targeting philosophy, as described above under “Pay Positioning.” The individual AIP target for Mr. Poteshman has remained unchanged since prior to more closely align cash elements2013. The individual AIP target for Ms. Stitzel was set at 60% of base salary upon her promotion to the market.

Group President in 2014. The individual AIP target for Mr. Jaggy was set at 60% of base salary upon his promotion to Executive Vice President in 2015. The following table sets forthillustrates the NEOchanges in individual AIP targets,payout percentages at target for 2014 and 2015, as a percent of base salary, for 2013 and for 2014:determined by the Committee:

2015 AIP Goals & Results

The Company measures its Annual Incentive Program: Goal Setting forPlan achievement at the same currency exchange rates at which the goals are set. The Committee believes that this approach most appropriately measures the success of management in executing the Company’s strategies, as opposed to measuring performance at actual exchange rates that can mask the impact of actions taken under management’s control, which can be expected to be reflected in the Company’s stock price over time. The Committee believes that employing this approach in the short-term plan appropriately balances total compensation received by executives, given that value realized by management under equity-based long-term incentive awards is impacted by actual exchange rates, through the performance of the Company’s stock price. While performance under the portion of the performance share plans that are based on earnings per share without items is measured on a constant currency basis, the value of the shares earned will also reflect actual exchange rates. Further, the Committee believes that incenting performance using actual exchange rates could create an environment leading to risk taking not in the best interests of the Company. As a result of the U.S. dollar strengthening against many other currencies in 2013, 2014 and 2015, the Company’s 2014 and 2015 net income, earnings per share and cash flow incentive goals and reported results were lower than they otherwise would have been. See the reconciliations on page 23 that lay out certain of these foreign exchange rate fluctuation impacts.

AIP goals, established during the Committee’s February meeting, are set in consideration of a wide range of factors, including but not limited to compensation peer group performance, Company trends, analysts’ expectations, and the external environment. Generally, “threshold” goals are set at levels consistent with past performance, albeit at a below target payout level.performance. “Target” goals are set to require solid increases over past results, while “maximum” goals are stretch objectives, set to require outstanding performance for full payout. Each of the target and maximum performance goals are determined under separate guidelinesfor, and measured on, an individual unit, area, group or global basis.

The 20132015 AIP target and maximum goals for after-tax Company net income represented a 5.2%4.8% local currency increase and an 11.2%a 10.7% increase, respectively, as compared with 20122014 results using constant foreign currency exchange rates.rates, excluding for both 2014 and 2015 the Company’s results in Venezuela. The 20132015 AIP target and maximum goals for cash flow represented, in constant currency, a 6.5%3.0% and 11.3%7.9% increase, respectively, as compared with 2012the adjusted

2014 results. Given the inflationary environment and exchange controls in Venezuela, the Committee determined that measurement of global achievement should exclude results for that unit. The following table illustrates 2012each of the measures used for NEO AIP awards in 2015, indicating the previous year’s performance, the 2015 threshold, target and maximum goals in absolute dollars and in growth over 2014 results, the actual performance, 2013 goals under which each NEO2015 achievement and the measure’s payout factor. The payout factor is measured and 2013calculated using straight-line interpolation of the actual performance. Theresult between the two adjacent goals. AIP goals were set and achievement was measured excluding certain items as outlined in the reconciliation on page 21:23:

Annual Incentive Program: 2013 Results

2015 AIP Payout Calculation

In 2013, actual Company net income for incentive purposes was $295.7 million compared with $281.3 million in 2012, and Company cash flow for incentive purposes was $278.9 million compared with $247.4 million in 2012, each measured at constant foreign exchange rates and excluding unusual items, as described below. The formula for AIP payout is Year End Base Salary x Target Percent x Weight of Measure x Award Payout Factor.

The following table illustrates the 2013formula and respective 2015 AIP results and Award Payout Factorpayout calculations for each measure applicable toof the Company’s NEOs. Award amounts indicated are included under the Non-Equity Incentive Plan Compensation column in the 20132015 Summary Compensation Table, on page 30 below.