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 Wednesday, May 24, 2017,9, 2018, at the Hyatt RegencyRitz-Carlton Orlando, International Airport Hotel, 9300 Jeff Fuqua Boulevard,Grande Lakes, 4012 Central Florida Parkway, Orlando, Florida.Florida 32837. The meeting will begin at 1:00 p.m.

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

April 7, 2017March 28, 2018

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 20172018 annual meeting of shareholders of Tupperware Brands Corporation will be held at the Hyatt RegencyRitz-Carlton Orlando, International Airport Hotel, 9300 Jeff Fuqua Boulevard,Grande Lakes, 4012 Central Florida Parkway, Orlando, Florida 32837, on Wednesday, May 24, 2017,9, 2018, at 1:00 p.m., to consider and vote upon:

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

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

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

April 7, 2017March 28, 2018

TABLE OF CONTENTS

General Information

This proxy statement is furnished in connection with the solicitation on behalf of the Board of Directors (the “Board”) of Tupperware Brands Corporation (the “Company”) of proxies to be voted at the annual meeting of shareholders of the Company to be held on May 24, 20179, 2018 at 1:00 p.m., and at any adjournment or postponement thereof. The meeting will be held at the Hyatt RegencyRitz-Carlton Orlando, International Airport Hotel, 9300 Jeff Fuqua Boulevard,Grande Lakes, 4012 Central Florida Parkway, Orlando, Florida.Florida 32837. A notice regarding the availability of proxy materials for the annual meeting is being mailed to shareholders on or about April 7, 2017.March 28, 2018.

Voting at the Meeting

The Board has fixed the close of business on March 27, 201712, 2018 as the record date for determining shareholders entitled to vote at the meeting. On that date there were outstanding 50,712,45751,116,752 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. In this regard, abstentions and “brokernon-votes” will be included in the number of shareholders present at the meeting for purposes of determining the presence of a quorum.

Shares for which there is a properly executed proxy will be voted in accordance with the instructions indicated. If no instructions are indicated in a properly executed proxy, such shares will be voted as recommended by the Board. A shareholder who has given a proxy may revoke it by voting in person at the 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.,Equiniti Trust Company, 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, other than Proposal 3 (relating to the frequency with which the advisory vote on executive compensation is to be held), the Company’s Amended and RestatedBy-Laws (the“By-Laws”) require the affirmative vote of a majority of the votes cast at the meeting. With respect to Proposal 3, the option of one year, two years or three years that receives the highest number of votes cast by shareholders will be considered the frequency of voting recommended by shareholders for the advisory vote on executive compensation. For all matters, 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.

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

1.    Election of Directors

Board of Directors—Nominees for Election

The Company’s Board is currently comprised of twelveeleven directors. All of the current directors are standing forre-election at the annual meeting.

As previously announced, on February 21, 2018, the Board elected Patricia A. Stitzel, the Company’s current President and Chief Operating Officer, to the position of President and Chief Executive Officer, effective May 9, 2018 following the 2018 annual meeting, withand nominated her for election by the exception of Robert J. Murray, who will be retiring fromCompany’s shareholders to the Board at the 2018 annual meeting atmeeting. The Board also increased the endnumber of directors of the Company from 11 to 12, subject to her election. As part of this executive transition, the Board has elected E.V. (Rick) Goings, the Company’s current Chairman and Chief Executive Officer, to the position of Executive Chairman of the Company upon Ms. Stitzel’s assumption of the role of President and Chief Executive Officer. Mr. Goings has agreed to serve as Executive Chairman, subject to his current term. election as a director by the Company’s shareholders. In the event that Ms. Stitzel is elected to the Board by the shareholders, but does not assume the Chief Executive Officer position on May 9, 2018 for any reason, she has agreed to resign as a director.

The nominees for election as directors for the new term are Catherine A. Bertini, Susan M. Cameron, Kriss Cloninger III, Meg Crofton, E.V. (Rick) Goings, Angel R. Martinez, Antonio Monteiro de Castro, David R. Parker, Richard T. Riley, Joyce M. Roché, Patricia A. Stitzel 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 (except Ms. Stitzel) has a current term expiring at the annual meeting of shareholders in 2017.2018. The nominations are for a term expiring at the annual meeting of shareholders in 20182019 and until a successor is duly elected and qualified or until his or her earlier resignation or removal. Information regarding some of the experience, qualifications, attributes and/or skills that led to the conclusion that the nominee should serve as a director is included within each person’s biographical information. 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, Fellow at The Rockefeller Foundation since October 2017 and Distinguished Fellow at The Chicago Council on Global Affairs since June 2008. Previously, she served as Professor of Public Administration and International Affairs at the Maxwell School of Citizenship and Public Affairs at Syracuse University sincefrom August 2005 until August 2017, where she was named Vice Chair of the Public Administration and International Affairs department inDepartment from June 2016.2016 until August 2017. Ms. Bertini has extensive experience in dealings with international organizations, including having served as an Under Secretary General of the United Nations, responsible for leading an organization with a $2 billion budget and operations in over 80 countries. Age 67. First elected: 2005.

SUSAN M. CAMERON, Retired Chairman and Chief Executive Chairman of the Board of DirectorsOfficer of Reynolds American Inc., a publicly-traded tobacco company, sincewhere she served as itsNon-Executive Chairman from May 2017 to July 2017, its Executive Chairman from January 2017 after serving asto May 2017, and its President and Chief Executive Officer and member of the board sinceof directors from 2014 to December 2016 and during the period from 2004 to 2011. Ms. Cameron previously served, within the past five years, on the board of R.R. Donnelley & Sons Company. Ms. Cameron has considerable experience as a chief executive officer of a public company and in the marketing function for international, name-brand consumer products companies, in addition to having served on boards of other public companies. Age 58.59. First elected: 2011.

KRISS CLONINGER III, Retired President of Aflac Incorporated, an insurance and financial services firm, since 2001,effective December 31, 2017. He currently serves as a consultant to Aflac, where he also served in various leadership roles since 1992, including as President and member of the board of directors from 2001 to December 2017, and as Chief Financial Officer from 1992 until July 1, 2015. Mr. Cloninger has announced he will retire from his position of President effective December 31, 2017. Mr. Cloninger currently serves on the boardsboard of Aflac Incorporated and Total System Services, Inc. He has extensive experience as a senior executive officer of a public company with a distribution channel that is comparable to the Company’s and possesses financial expertise, in addition to having served on boards of other public companies. He also possesses substantial international business experience. Age 69.70. First elected: 2003.

MEG CROFTON,retiredRetired 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 currently serves on the board of Cracker Barrel Old Country Stores, Inc., a publicly-traded chain of restaurant and gift stores. Age 63.64. First elected: 2016.

E.V. (RICK) GOINGS,Chairman and Chief Executive Officer of the Company since October 1997. As previously announced, in connection with Ms. Stitzel’s promotion to the position of President and Chief Executive Officer effective May 9, 2018, Mr. Goings will become the Company’s Executive Chairman, subject to his election as a director by the Company’s shareholders at the 2018 annual meeting. Mr. Goings has decades of business experience and considerable skills in senior management at corporate and business unit levels with publicly-owneddirect-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 71.72. First elected: 1996.

ANGEL R. MARTINEZ, Retired Chairman of the Boardand Chief Executive Officer of Deckers Outdoor Corporation, a publicly-traded outdoor footwear manufacturer, sincewhere he served as Chairman of the board of directors from May 2008 where he also served asuntil September 2017 and Chief Executive Officer from April 2005 tountil May 2016. He currently serves on the board of Korn Ferry, a publicly-traded global organizational consulting firm. Mr. Martinez has considerable experience as a board chair of a public company, a chief executive officer of a public company, and in the marketing function for name brand consumer products companies, in addition to having served on the board of another public company. Age 61.62. First elected: 1998.

ANTONIO MONTEIRO DE CASTRO, retiredRetired Chief Operating Officer of British American Tobacco Company, a position he held from January 2004 until December 2007. 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 international market where the Company has its largesta significant business unit, has brand management and financial experience, and has served as a director of another U.S. public company. Age 71.72. First elected: 2010.

DAVID R. PARKER, Chief Operating Officer of The Archstone Partnerships, a leading fund of hedge funds manager, since January 2005. Mr. Parker has extensive experience as a chief executive officer of a public company and in distribution businesses, and has anin-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 $1.4 billion fund of hedge funds, he is very involved with a significant part of the worldwide capital markets and their dynamics. Age 73.74. First elected: 1997.

RICHARD T. RILEY,retiredRetired Chairman and Chief Executive Officer of LoJack Corporation (“LoJack”), a publicly tradedpublicly-traded provider of tracking and recovery systems. He served as Chairman of the Boardboard 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. Age 61. First elected: 2015.

JOYCE M. ROCHÉ, an authorAuthor and retired President and Chief Executive Officer of Girls, Inc., a nationalnon-profit youth organization whose purpose is to inspire girls to be strong, smart and bold, a position she held from 2000 to 2010. Ms. Roché currently serves as a director of AT&T Inc., and Macy’s, Inc. Ms. Roché previously served, within the past five years, on the board of Dr. Pepper Snapple Group and Macy’s, Inc.Group. Ms. Roché has considerable experience as a chief operating officer of a public company and in the marketing function for a largedirect-to-consumer beauty products company, in addition to having served on boards of other public companies. Age 70.71. First elected: 1998.

PATRICIA A. STITZEL, President and Chief Operating Officer of the Company since October 2016, after serving as Group President, Americas since January 2014, Senior Area Vice President, Central Europe since March 2013, and Area Vice President, Tupperware West & Nordics and Nutrimetics Europe since June 2012. As previously announced, the Board elected Ms. Stitzel to the position of President and Chief Executive Officer, effective May 9, 2018 following the 2018 annual meeting, and nominated her for election by the Company’s shareholders to the Board at the 2018 annual meeting. Age 52. First time nominee for election.

M. ANNE SZOSTAK, President and CEO of Szostak Partners, a small privately-held consulting firm that advises CEOs on strategic and human resources issues, since June 2004. Ms. Szostak currently serves as a director of Dr. Pepper Snapple Group and IDEXX Laboratories, Inc. In addition, within the past five years, Ms. Szostak previously served on the boardsboard of Belo Corporation and SFN Group, Inc.Corporation. Ms. Szostak has extensive experience in executive positions in a large public company and in executive compensation and human resources, in addition to having served on boards of other public companies. Age 66.67. First elected: 2000.

Vote Required and Resignation Policy

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

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

Board Committees

 

Board Member

Audit, Finance & Corporate Responsibility

Nominating & Governance

Compensation & Management Development

Executive

Succession

E.V. (Rick) Goings (C)

Catherine A. Bertini (I)

Susan M. Cameron (I)

Kriss Cloninger III (I,(F, I, P)

Meg Crofton (I)

Angel R. Martinez (I)

Antonio Monteiro de Castro (F, I)

Robert J. Murray (F, I)

David R. Parker (I)(F, I)

Richard T. Riley (F, I)

Joyce M. Roché (I)

M. Anne Szostak (I)(F, I)

Audit, Finance and Corporate Responsibility Committee

The Audit, Finance and Corporate Responsibility Committee (the “Audit Committee”), which held nineseven meetings in 2016,2017, reviews the scope and results of the audit by the independent registered public accounting firm (“independent auditors”), evaluates, selects and replaces the independent auditors and has approval authority with respect to services provided by the independent auditors and fees therefor. The Audit Committee monitors the independent auditors’ relationship with and independence from the Company. In addition, it reviews the adequacy of internal control systems, internal audit function, and accounting policies and the Company’s general compliance with laws and regulations, as well as reviewing and discussing with management and the independent auditors the Company’s financial statements and recommending to the Board inclusion of the audited annual financial statements in the Company’s Annual Report onForm 10-K filed with the United States Securities and Exchange Commission (the “SEC”). It also oversees, reviews and makes recommendations to the Board concerning the Company’s code of conduct, its financial structure and financing needs and activities, and makes determinations regarding related party transactions, if any. The current members of the Audit Committee are Mr. Monteiro de Castro (Chairperson), Mses. Bertini, Roché and Szostak and Messrs. Murray andMr. Riley. Mr. Murray is retiring from the Board at the annual meeting at the end of his current term. All such members are both independent and financially literate in accordance with New York Stock Exchange listing standards and SEC requirements, and the Board has determined that three members of the Audit Committee (Messrs. Monteiro de Castro Murray and Riley)Riley and Ms. Szostak) and two additional directors (Messrs. Cloninger and Parker) are audit committee financial experts, as defined by applicable rules. None of the members of the Audit Committee serve on more than three audit committees (including the Company’s).

Nominating and Governance Committee

The Nominating and Governance Committee (the “Nominating Committee”), which held two meetings in 2016,2017, 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.membership, and establishes the Company’s corporate governance provisions. The Nominating Committee evaluates and determines the criteria for selection of a director candidate in the context of the continuing makeup of the Board based on the facts and circumstances of the Company. Once such criteria have been determined, the Nominating Committee conducts a search for qualified candidates, which may include the use of third-party search firms or solicitations of nominee suggestions from management or the

non-employee members of the Board. The Nominating Committee’s current criteria for consideration of any new candidate for selection include, 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 Nominating Committee-established criteria, and promising candidates are interviewed by the chairperson of the Nominating Committee, by management and, if appropriate, by other independent directors. As part of this process, a determination is made relating to a candidate’s possible schedule conflicts, conflicts of interest, independence and financial literacy. If a third-party search firm is paid a fee for a search, it identifies potential candidates, meets with appropriate members of the Nominating Committee and management to clarify issues and requirements, communicates with candidates, arranges for interviews with management and directors, and prepares materials for consideration by the Nominating Committee. 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 in regard thereto. The Nominating Committee also determines compensation ofnon-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.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. Cloninger (Chairperson), Ms. Roché and Messrs. Martinez, Monteiro de Castro Murray and Parker. Mr. Murray is retiring from the Board at the annual meeting at the end of his current term. All such members are independent in accordance with New York Stock Exchange listing standards.

Compensation and Management Development Committee

The Compensation and Management Development Committee (the “Compensation Committee”), which held sixfive meetings in 2016,2017, makes compensation recommendations to the Board for the Company’s executive management, including the Chief Executive Officer (“CEO”(sometimes referred to as the “CEO”). It also directs the administration of and makes various determinations under management incentive plans, approves the compensation discussion and analysis section in the Company’s proxy statement, appoints members of senior management to have responsibility for the design and administration of employee benefit plans, and ensures that the Company has a system of developing and evaluating key executives for management succession purposes. Finally, the Compensation Committee assures the establishment and operation of a development system for management succession and for assuring a focus on diversity and inclusion in the workplace. The Compensation Committee establishes the executive compensation objectives of the Company and administers the Company’s compensation program within the context of those objectives, taking into consideration issues of risk-taking in connection with compensation. The Compensation Committee approves salary and incentive structures for senior management in general terms. It also specifically approves compensation, including salaries and incentive programs, for those executive officers who are “officers” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including each of the named executive officers, and recommends such compensation for approval by the independent members of the Board. While the Compensation Committee may specifically set the compensation program for any key executive below the level of executive officer, as a general matter it delegates this role to executive management. The Company’s CEO and executive vice president and chief human resources officer (“CHRO”) recommend all executive officer-level compensation actions, except that the CEO is not involved in any recommendation or approval concerning his own compensation. The CEO’s compensation is recommended by the Compensation Committee after consultation with its compensation consultant, which it directly engages as authorized by its charter. The Compensation Committee also has a standing Stock Award Committee that was established in May 2016 to delegate to the Company’s CEO, COO and CHRO the authority to award equity to selectnon-executive officer employees for critical retention, promotion or new hire purposes. The current members of the Compensation Committee are Mr. Parker (Chairperson), Mses. Cameron Crofton and RochéCrofton and Messrs. Cloninger and Martinez. All such members are independent in accordance with New York Stock Exchange listing standards.

In 2016,2017, 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 2017.2018. The total fees for such services in 20162017 were $159,550.$209,364. The Company also engaged the parent company of Aon Hewitt, Aon Plc (“Aon”), to provide services unrelated to executive compensation consulting to the Company during 2016.2017. The additional services were recommended by management and approved by the Compensation Committee, and consisted of consulting on a variety of health and welfare benefit matters. The total fees for such additional services in

2016 2017 were approximately $105,000. During 2016, the Company engaged an alternative benefits consultant to provide certain employment, benefit and insurance services, reducing the totalnon-executive compensation fees paid to Aon, from $350,487 in 2015.$110,000. The Compensation Committee considered SEC rules and New York Stock Exchange listing standards when assessing the independence of its consultant Aon Hewitt, and concluded that it was independent under such guidelines, and that the other work performed by its parent companyAon during 20162017 did not affect its independence. Among the factors considered in the independence 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 its total annual revenue, the policies and procedures of Aon and Aon Hewitt related to preventing conflicts of interest, and the fact that no business or personal relationships exist between the consultants and the Compensation Committee or management and that no stock of the Company is owned by the consultants performing work for the Compensation Committee.

Executive Committee

The Executive Committee, which did not meet in 2016,2017, has most of the powers of the Board and can act when the Board is not in session. The current members of the Executive Committee are Messrs. Goings (Chairperson), Cloninger, Monteiro de Castro Murray and Parker. Mr. Murray is retiring from the Board at the annual meeting at the end of his current term.

SuccessionSub-Committee

The Board established a SuccessionSub-Committee in 2016 to assist the Compensation and Management Development Committee with its management succession responsibilities, in recognition that one of the Board’s most important duties is to ensure continuity in senior leadership by overseeing the development of executive talent and planning for the effective succession of senior members of executive management. Thissub-committee held one meeting in 2016.2017. On February 21, 2018, consistent with the succession strategy plan previously developed by thissub-committee and approved by the Company’s Board, the Board elected Ms. Stitzel to the position of President and Chief Executive Officer, effective May 9, 2018 following the 2018 annual meeting, and nominated her for election by the Company’s shareholders to the Board at the 2018 annual meeting. Upon Ms. Stitzel’s transition to the role of President and Chief Executive Officer, Mr. Goings will become the Company’s Executive Chairman, subject to his election as a director by the Company’s shareholders at the 2018 annual meeting. The current members of the SuccessionSub-Committee are Messrs. Cloninger (Chairperson), MurrayMartinez and Parker, and Mses. Roché and Szostak. Mr. Murray is retiring from the Board at the annual meeting at the end of his current term.

Board Meetings and Annual Meeting of Shareholders and Directors’ Attendance

There were six Board meetings held in 2016.2017. No incumbent director attended fewer than 75 percent of the aggregate of Board and committee meetings onfor the period during which the director served as a committee member. The Company’s corporate governance principles provide that directors should be available to attend scheduled and special Board and committee meetings, as well as the annual meeting of shareholders, on a consistent basis and in person, as well as to attend the annual meeting of shareholders.person. All of the Board’s directors, who were directors at the time, attended the annual meeting of shareholders in 2016,2017, except for Ms. Bertini and Mr. Martinez.

Corporate Governance

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

In addition, the Company has implemented written, telephonic and electronic means for interested parties to communicate directly with the Company’s compliance officers (the heads of its Finance, Law, Human Resources and

Internal Audit functions) or with thenon-employee members of the Company’s Board. Communications from interested parties tonon-employee directors are routed to the chairperson of the Audit, Finance and Corporate Responsibility Committee of the Board, who then determines whether such communication shall be distributed to allnon-employee directors, makes such distribution if so determined, and oversees the reaction to such communications by the Board, if appropriate. Instructions regarding the various means to communicate with the Company’s compliance officers and thenon-employee members of the Company’s Board are located 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. The Board invites interested parties, including shareholders, to contact the Board or any of its individual members, including the Presiding Director, on any topic of interest through the online form available on the Company’s website (www.tupperwarebrands.com) in the Investors section under the Board of Directors tab on the Corporate Governance page, or in writing to the Board, c/o Tupperware Brands Corporation, Post Office Box 2353, Orlando, Florida 32802, USA. These avenues of communication are important in facilitating direct engagement with investors and other interested parties, and may be confidential and, if desired, anonymous. Communication may also be made telephonically via a confidential toll free hotline at877-217-6220 in the United States and Canada or by calling collect to+1-770-582-5215 from all other locations. The hotline is staffed by multi-lingual professionals through an independent company called The Network.company.

Each regularly-scheduledin-person meeting (and certain telephonic meetings) of the Board includes an executive session ofnon-employee members of the Board. The Presiding Director, Mr. Kriss Cloninger III, acts as the chairperson of the executive sessions of thenon-employee members of the Board. See the heading “Board Leadership Structure” below for more information.

The Board has affirmatively determined that each of the followingnon-employee members of the Board who served during 20162017 (and each entity with which such person is affiliated) has no material relationship with the Company, taking into consideration all relevant facts and circumstances, including without limitation, commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and that each such member is independent, in accordance with New York Stock Exchange listing standards: Catherine A. Bertini, Susan M. Cameron, Kriss Cloninger III, Meg Crofton, 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 retired from the Board at the 2016 annual meeting at the end of his term. Mr. Murray is retiringretired from the Board at the 2017 annual meeting at the end of his term.

The Board maintains a policy thatnon-employee directors who first joined the Board after May 8, 2015 shall retire from the Board upon the date of the Annual Meetingannual meeting of Shareholdersshareholders following their attainment of ageseventy-two (72). Board members who first joined the Board prior to such date shall retire from the Board upon the date of the Annual Meetingannual meeting of Shareholdersshareholders following their attainment of age seventy-five (75). Notwithstanding the foregoing, the Nominating and Governance Committee may recommend there-election or continuance in office of any director.

Diversity

The Board values diversity as a factor in selecting members to nominate to serve on the Board, and believes that the diversity that exists in its composition provides significant benefit to the Company. Although there is no specific policy on diversity, the Nominating 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.experience, among others.

Strategy and Risk Oversight

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

The Board also takes very seriously its involvement in risk oversight, which involves the Audit Committee, the Compensation Committee and the full Board. The Audit Committee receives materials from management on a quarterly basis to address the identification and status of major risks to the Company, including steps to mitigate risk. Enterprise risk management is a standing agenda item at each of its meetings. The Audit Committee also reviews the Company’s enterprise risk management process for the identification of and response to major risks. The Compensation Committee reviews compensation structures and programs to evaluate whether they encourage

excessive risk taking for compensation purposes that could result in material adverse effects upon the Company. At eachin-person, regularly scheduled meeting of the full Board, the major risks are identified to Board members, and the Chairman of the Audit Committee reports on the activities of that committee, including regarding risks. In addition, on an annual basis, the full Board receives a presentation by management regarding the enterprise risk management process, currently identified risks and associated responses to those risks. This process addresses all categories of risks facing the

Company, including but not limited to: business strategy, 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 has chosen to combine the roles of chairmanChairman and chief executive officerChief Executive Officer and to have an independent Presiding Director. Mr. Kriss Cloninger III currently serves as 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 and CEOChief Executive Officer 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 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 behave been realized atprior to this time by separating the roles of chairmanChairman and chief executive officer.Chief Executive Officer. As previously discussed, on February 21, 2018, the Board elected Ms. Stitzel to the position of President and Chief Executive Officer, effective May 9, 2018 following the 2018 annual meeting. Upon Ms. Stitzel’s transition to the role of President and Chief Executive Officer, Mr. Kriss Cloninger III currentlyGoings will become Executive Chairman of the Company, subject to his election as a director by the Company’s shareholders at the 2018 annual meeting. During the transition period when Mr. Goings serves as Executive Chairman, the roles of Chairman and Chief Executive Officer will be separated; however, as neither executive is independent, the Board will continue to have an independent 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 27, 201712, 2018 by each director and nominee for election, by each of the executive officers named in the Summary Compensation Table and by all directors and executive officers of the Company as a group. Each of the following persons and members of the group had sole voting and investment power with respect to the shares shown unless otherwise indicated. No director or executive officer ownsowned more than 1 percent of the Company’s common stock, except Mr. Goings, who owns 1.63owned 1.80 percent. All directors and executive officers as a group own 3.14owned 3.42 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, as of December 31, 2016.2017.

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 (“10% Holders”), to file with the SEC reports relating to their ownership of the Company’s common stock and changes in such ownership. Based solely on a review of the reports that have been filed by or on behalf of such persons and written representations from the Company’s directors and executive officers that no other reports were required, the Company believes all Section 16(a) filing requirements applicable to its directors, executive officers and 10% Holders were complied with for the Company’s 20162017 fiscal year.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 20162017 regarding the Company’s common stock that may be issued under equity compensation plans currently maintained by the Company:

TRANSACTIONS WITH RELATED PERSONS

Policy

The Board has adopted a written policy regarding the review, approval and ratification of transactions with related persons. Under this policy, any such transaction shall be subject to review, approval and (if applicable) ratification by (1) the 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 (or, if determined by that Committee, by all of the independent directors of the Company). Transactions whichthat are covered by this policy include all transactions whichthat 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 fifteensixteen years. In fiscal year 2016,2017, her total compensation package was 205,799188,642 euros (approximately U.S. $216,553)$226,352). 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 (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 31, 2016,30, 2017, which management has represented to the Committee have been prepared in accordance with accounting principles generally accepted in the United States of America, and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has concurred in such representation in its opinion relating to such audited financial statements. The Committee discussed with representatives of PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 1301.and the SEC. In addition, the Committee received from PricewaterhouseCoopers LLP the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence, and has discussed with that firm its independence and considered whether the provision ofnon-audit services is compatible with maintaining such firm’s independence.

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

Based upon the foregoing review, disclosures, representations, reports and discussions, the Committee recommended to the Board that the audited financial statements for the Company’s 20162017 fiscal year be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2016.30, 2017.

Audit, Finance and Corporate Responsibility Committee

Antonio Monteiro de Castro, Chairperson

Catherine A. Bertini

Robert J. Murray

Richard T. Riley

Joyce M. Roché

M. Anne Szostak

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion & Analysis

This section describes the programs and philosophy behind the Company’s executive compensation practices for its Chief Executive Officer, Chief Financial Officer and each of the persons who were the three additionalother most highly compensated executive officers in office at the end of 20162017 (the “Named Executive Officers” or “NEOs”) and the process that the Compensation and Management Development Committee (the “Committee”) of the Board uses to determine executive compensation arrangements. Generally, the Company’s executive compensation program is designed to attract, retain and motivate executives in consideration ofwhile balancing both the short- and the long-term interests of the Company, its shareholders and its employees.

The 20162017 Summary Compensation Table and other tables related to actual elements of compensation received in 20162017 begin on page 31.

Summary

2016 Changes in Leadership and their Impact on Compensation PhilosophyManagement Succession

In October 2016,On February 21, 2018, the Board elected Ms. Patricia A. Stitzel, formerly Groupthe Company’s current President Americas, to President &and Chief Operating Officer, succeeding Mr. Hemus who became Vice Chairman.to the position of President and Chief Executive Officer, effective following the 2018 annual meeting on May 9, 2018, and nominated her for election by the Company’s shareholders to the Board at the 2018 annual meeting. The Committee, during its ongoing reviewBoard also increased the number of directors of the Company from 11 to 12, subject to Ms. Stitzel’s election. As part of this executive transition, the Board elected E.V. (Rick) Goings, the Company’s current Chairman and Chief OperatingExecutive Officer, role’s succession planning, determined thatto the role’s target compensation should reflect the median compensationposition of Executive Chairman of the Peer Group (see below under the heading “Pay Positioning for Executive Officers”) instead of targeting total compensationCompany upon Ms. Stitzel’s transition to the 75^th percentilerole of the Peer Group, as had been the case under Mr. Hemus’ tenure in that role. Upon assuming her new role, Ms. Stitzel’s total compensation increased with consideration of the median benchmark of the Peer Group, which the Committee consideredPresident and Chief Executive Officer, subject to be appropriate given Ms. Stitzel’s experience and tenure in her role. Mr. Hemus’ target compensation package was unchanged on his election as Vice Chairman.a director by the Company’s shareholders at the 2018 annual meeting.

20162017Say-On-Pay ResultandSay-on-Frequency Results

In May 2016,2017, for the fourth year in a row, shareholders overwhelmingly approved the Company’snon-binding advisory vote on executive compensation, with approximately 96%98% of the votes cast in support of the proposal, for the third year in a row.proposal. Both the Committee and the Company’s senior leadership view the multi-year shareholder support of“say-on-pay” as an endorsement of the Company’s executive compensation program. Consequently, after considering the Company’s 20162017say-on-pay results and following a review of industry-wide trends in executive compensation practices, no significant changes were made to the Company’s executive compensation program during 2016. However,2017 in connection with the election of Ms. Stitzelresponse to the position2017 “say-on-pay” vote.

Shareholders also voted on the future frequency of President & Chief Operating Officersay-on-pay votes, in October 2016,May 2017. As recommended by the Committee approvedBoard, a majority of shareholders voted in favor of an annual vote. In accordance with those results, the useBoard determined to hold thesay-on-pay vote annually until the nextsay-on-frequency vote, which is expected to occur upon the earlier of the median for benchmarking her total compensation (see above underCompany’s 2023 annual meeting of shareholders or at such time as the heading “2016 ChangesBoard determines that a different frequency is in Leadershipthe best interest of the Company and their impact on Compensation Philosophy”).its shareholders and submits the frequency of say-on-pay to a shareholder vote.

20162017 Business Results

AsIn approving compensation decisions with respect to 2017, the Committee considered a variety of factors, including the Company’s operational and financial performance, highlights of which are illustrated in the charts below,below.

During 2017, the Company delivered 2%1% local currency sales growth in 2016 and 9% local currency growth in net income as measured for incentive purposes, which excludes certain items as highlighted and reconciled to its U.S. GAAPgenerally accepted accounting principles (“U.S. GAAP”) results on page 24. Weaker foreign exchange ratesThe 2017 versus 2016 local currency sales growth was negatively impacted by 1 percentage point attributable to 2017 having one less week in the fiscal year than 2016, compared with 2015 hurtand by 0.7 of a percentage point from the year-over-year sales performance by 6% andCompany’s Beauticontrol business, which was wound down during the translation impact on the diluted earnings per share comparison was

$0.18 negative.third quarter of 2017. Cash flow from operating activities net of investing activities in 20162017 was 95% of net income measured on a U.S. GAAP basis.$159.4 million, which included $17.7 million in outflows in connection with there-engineering program announced in July 2017 and small amounts from earlier in the year. The Company also continued to operate under its robust approach of returning capital to shareholders through $138.8the payment of $139.5 million of dividend payments. During 2016,2017, the Company’s share price declined 5.9%increased 19.2% from $55.89$52.62 to $52.62$62.70 on the first and last trading days of the fiscal year, respectively.

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:

20162017 Compensation Highlights

The following table illustrates the basic elements of each of the NEO compensation arrangements for 20152016 and 20162017 and indicates the percent change in each year-over-year. AnnualThe amounts reported for base salary and annual incentive compensation represent amounts earned by the NEOs with respect to the applicable year, while the amounts reported for eachlong-term incentive value represent the grant date fair value of the NEOs remained unchanged in 2016 withawards granted during the exception of Ms. Stitzel, whose base salary increased with her election to President & Chief Operating Officer effective October 2016.applicable year. Annual Incentive Program payments reflect the Company’s performance against financial objectives for each of the NEO’s respective areas of responsibility. Annual andnon-recurring long-term incentive awards reflect Committee approved values awarded in each indicated fiscal year. Each of these elements of compensation, including the Committee’s reasoning for any changes, is described further below under their respective headings, following “Elements of Officer Direct Compensation”.

Note that the table above provides a general description of compensation arrangements, and is not intended to replace or replicate the 2017 Summary Compensation Table that appears on page 31 below.

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 program. As illustrated in the graphs below under “Target Pay Mix for Executive Officers,” the performance-based portion of total target compensation for the CEO and other NEOs represented 86% and 71%72% on average.average, respectively. The Company’s Annual Incentive Program earningspayments are based on the achievement againstone-year goals in (i) net income (orand/or segment profit, if applicable)applicable, measured in constant currency to accurately reflect achievement against objectives established at the beginning of the year, and (ii) free cash flow. As described below in greater detail, the Company calculates Annual Incentive Program results at the same foreign exchange rates at which the goals are set. Given the Company’s extremely high proportion of revenue and segment profit generated from

outside the United States (over 90%), the Committee believes that 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 their implementation. 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 long-term performance-based goals and changes in stock price and dividends paid under the performance share program.Company’s Performance Share Program (“PSP”). 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 overall total compensation package.

Consistent with the Company’s annual equity award philosophy and program, in 2015, during 20162017 the Committee made annual long-term incentive awards to each NEO consisting of stock options that vest over a three-year period and performance-based share awards that may vest in 20182019 based on achievement against three-year performance goals, as described below under “Long-Term Incentive Programs,Programs.” and stock option awards. During 2016, Mses. Stitzel and Gupta also receivedoff-cycle awards of RSUs, each as described under the heading “Long-Term Incentive Programs”, related to Ms. Stitzel’s promotion and Ms. Gupta’s performance and retention.

20162017 – 20172018 Shareholder Outreach

The Company, led by management and, as and when requested or prudent, the Chair of the Committee, regularly attempts to engage its larger shareholders in outreach meetings, typically targeting holders, in the aggregate, of greater than 50% of the Company’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 program, (ii) review any recent changes made to the Company’s executive compensation program, and (iii) answer questions or address concerns raised with respect to the Company’s executive compensation program. Shareholder outreach meetings conducted so far in the 20162017 – 20172018 season havehas resulted in meaningful dialogue with investors, and havehas generated feedback that is both positive on the whole and consistent with the 20162017 results from the Company’ssay-on-pay shareholder vote.

Executive Compensation Philosophy

Attract, Retain and Motivate the Company’s Key Leadership

The Company’s executive compensation program focuses on attracting, retaining and motivating 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 headingheadings “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers”). The Committee strives to provide incentive programs that align management compensation with long-term shareholder value creation, with consideration of risk created while implementing the Company’s business strategies.

Certain employees, historically including select NEOs with direct oversight of business units, may also participate in Gainsharing Programs designed to incent and rewardmid-term profit growth in select units and groups of units. The roles of the CEO, Vice Chairman, President and COO and CFO (and other similarly globally focused positions) do not actively participate in any Gainsharing Program; however, during 2017, the President and Chief Operating Officer, Ms. Stitzel, did participate priorremained eligible to her election toreceive a payout under a legacy Gainsharing Program that concluded at the COO role in October 2016. As noted below, Ms. Stitzel’s 2015 – 2017 Gainshare Program reached its maximum potential payout in 2016, with paymentend of her earned amount projected to occur during calendar year 2018, assuming continued performance results by her former area of direct responsibility.2017. In addition, the Company may selectively grantgrants stock-based awards for critical retention purposes, upon an employee’s initial hire or promotion to an executive officer role or to reward performance.

Target Pay Mix for Executive Officers

The Company’s executive compensation philosophy balances short- and long-term elements of pay by focusing management on key financial measures. The Committee believes this mix of pay elements provides the greatest incentive for shareholder value creation through the formulation and execution of effective business strategies, with due consideration of risk.risk and the Company’s short- and long-term objectives. The following charts illustrate thepay-mix elements of total target annual direct compensation, excludingnon-recurring awards, for the CEO and other NEOs.

Elements ofat-risk compensation: Annual Incentive, Stock Options, Performance SharesShare Units (and Gainsharing as applicable)

Elements of compensation aligned to shareholder returns: Stock Options and Performance SharesShare Units

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

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. 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, andin consultation with 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 (or independent directors of the full Board with respect to the CEO’s compensation) 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 nonmarket-based factors including the Company’s compensation peer group, prior individual performance against objectives, leadership and other factors, including changes in role or changes in the scope of role, historical compensation adjustments and tenure within position. To enable informed decisions, the Committee reviews a total compensation summary (“tally sheets”) that affords 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. The Committee typically makes compensation recommendations in November for the upcoming fiscal year.

Peer Group & Compensation Benchmarking

When determining the appropriate compensation arrangements for the Company’s executive officers, the Committee considers both a 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 the peer group and the average of amounts included in the surveys. The Committee includes multiple data sources to mitigate year-over-year fluctuations from any single source as it promotesto promote greater stability in the compensation planning process.

The compensation peer group consists of public companies that were selected by the Committee, in consultation with its independent compensation consultant, based on similarities in operational focus, industry, and complexity (as measured by revenue, percentage of revenue outside the United States and, to a lesser extent, equity market capitalization). The compensation peer group companies are reviewed annually by the Committee for continued appropriateness.

The compensation peer group includes companies that:

In preparing the compensation peer group used to evaluate 20162017 compensation decisions, the Committee removed from its 20152016 peer group Energizer Holdings,Elizabeth Arden, Inc., because itspun-off its personal care division during 2015, was acquired, and Blyth, Inc., whichas it was taken private in 2015.private. Edgewell Personal Care Company, which spun-off from Energizer Holdings, was added to the peer group. The 20162017 compensation peer group consisted of the following companies, categorized by industry:

During its annual review of the peer group in preparation for 20172018 compensation decision-making, in addition to removing Elizabeth Arden, Inc., the Committee added Edgewell Personal Care Company.removed Newell Brands Inc. due to Newell’s increased size as a result of recent acquisitions.

Pay Positioning for Executive 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 executive officer.

All elements of salary and incentive compensation, except Gainsharing Programs, are impacted by the benchmarking process. The following table illustrates the targeted pay percentile positioning for 2017 for each of the NEOs, including for the former and newly elected Chief Operating Officers.NEOs.

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.

The Committee believes that targeting the total compensation arrangement for the current CEO above median ishas been critical to the long-term success and stability of the business, given his tenure and experience in the globaldirect-to-consumer industry along with his experience in leading organizations noted for diverse brands and merchandise mix, including both durable and consumable products. The Committee does not currently hold this policy as enduring for future CEOs, as illustrated byWith respect to the May 9, 2018 executive transitions, the total compensation arrangement approved uponfor the election of a new President & Chief Operating Officer, effective October 2016 (see above underand CEO is based on the heading “2016 Changes in

Leadership and their impact on Compensation Philosophy”), whose predecessor had also been targeted at the 7550^th percentile of benchmarked compensation. With respect to any future successor to thesuch CEO the Committee will review a candidate’s overall experience, includingrole, taking into account tenure in thedirect-to-consumer industry, and position theexperience. The total compensation package accordingly. Thoughfor the Board does maintain a robust succession planning process, neither the timingnew Executive Chairman was determined using relevant market data. Both of the retirement ofnew total compensation packages were decided after considering the CEO or Vice Chairman, nor the selection of the CEO’s successor, has been determined. The Company does not currently foresee electing a successor Vice Chairman. Upon his election to Vice Chairman in October 2016, Mr. Hemus’s compensation arrangement was not alteredmarket data and input provided by the Committee.Committee’s independent compensation consultant, Aon Hewitt.

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 Program target award and long-term equity awards.

Base Salary

Annual base salary is the keystone to attracting and retaining talented employees, providing a fixed level of income. Each of the Company’s executive officer roles is benchmarked to market as discussed above under the heading “Peer Group & Compensation Benchmarking.Benchmarking” and “Pay Positioning for Executive Officers.” When determining base salary levels, 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 role, leaders of similar responsibility within the Company, experience and tenure related to their respective responsibilities, and total direct compensation (base salary plus short- and long-term incentive targets described below).

During 2016, in light of the difficult external environment, including the strength of the U.S. dollar in relation to most foreign currencies, the Committee did not change the base salaries for its executive officers, including the NEOs, with the exception of Ms. Stitzel, whose salary was increased in October upon her election to President & Chief Operating Officer.

For 2017, the Committee reviewed executive officer base salaries and considered individual performance and competitive market-based base salary information (as described above under “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers”), increasing the base salaries for Mr. Poteshman by 3% to $510,400 and Ms. Gupta by 15% to $428,600$454,818 (illustrated in U.S. dollars). The salaries for Messrs. Goings and Hemus and for Ms. Stitzel were not changed from the levels approved in 2016.

For 2018, the Committee reviewed executive officer base salaries and considered individual performance and competitive market-based base salary information (as described above under “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers”), increasing the base salaries for Mr. Poteshman by 3.1% to $526,000, Ms. Stitzel by 10% to $550,000 and Ms. Gupta by 4% to $473,011 (illustrated in U.S. dollars). The salaries for Messrs. Goings and Hemus were not changed. In connection with the previously announced May 9, 2018 executive transitions, Mr. Goings’ salary will be reduced to $500,000 and Ms. Stitzel’s salary will be increased to $850,000.

Annual Incentive Program

Program Design

The Annual Incentive Program (the “AIP”) is a broad-based program emphasizingpay-for-performance by rewarding approximately 260250key-management participants, including each of the NEOs, for short-term (annual) financial results. AIP payout targets, calculated as a percentage ofyear-end base salary, are based on job level and are benchmarked as described above under “Peer Group & Compensation Benchmarking” and “Pay Positioning for Executive Officers”. The AIP is used to reward growth in consolidated net income, or unit segment profit where applicable, and conversion of profit into cash flow. The Committee believes that focusing management on these financial metrics best positions the Company for long-term success. In all cases, net income and/or segment profit performance accounts for 70% and cash flow performance accounts for 30% of the total award.

EarningsPayments under the AIP program can range from 0% for below threshold achievement to 200% for achievement of maximum goals. Target goal achievement results in a 100% earningpayout factor, with straight line interpolation calculated for achievement between threshold, target and maximum results. During 2016,2017, a “tripwire” measure (minimum performance objective) was applied to the total earning opportunity for certain participants with oversight of the implementation of a global strategic project. This tripwire could have lowered the total earned payout by 20% for such participants, including for Mses. Stitzel and Gupta; however all related goals were accomplished andMs. Gupta, when the tripwire didminimum performance objective was not negatively impact the payout of any of the NEOs.achieved.

AIP awards for the NEOs who hold corporate-wideglobally-focused positions are measured entirely on consolidated net income and cash flow, while the award for Ms. Gupta, 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 NEOs toand, in the case of Ms. Gupta, incents focus on performance of their areas of direct responsibility.her group’s performance.

20162017 Individual Targets

Individual AIP target payouts, expressed as a percentage ofyear-end base salary for certain NEOs (115% for Mr. Goings, 80% for Mr. Hemus, and 72% for Mr. Poteshman)Poteshman and 60% for Ms. Gupta) have not changed in a number of

years. The targets for Mses. Stitzel and Gupta wereMs. Stitzel’s target was set at 60% of base salary75% upon their respective electionsher election to Group President and Chief Operating Officer in 2014. Ms. Stitzel’s targetOctober 2016 and has been increased to 75%80% for 2017 related2018 to her election tofurther align with median market data for the President &and Chief Operating Officer.Officer position. In connection with the previously announced May 9, 2018, executive transitions, Mr. Goings’ target will decrease to 100% and Ms. Stitzel’s target will increase to 105%.

20162017 AIP Goals & Results

The Company measures its AIP 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 planAIP appropriately balances total compensation received by executives, given that the 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 2014, 2015 and 2016, 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 24 that outline 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. “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 for, and measured on, an individual unit, area, group or global basis.

The 20162017 AIP target and maximum goals forafter-tax Company net income represented a 7.0% local currency increase and a 12.0%13.0% increase, respectively, as compared with 20152016 results using constant foreign currency exchange rates, excluding for both 20152016 and 20162017 the Company’s results in Venezuela. The 20162017 AIP target and maximum goals for cash flow represented, in constant currency, a 7.3%5.6% and 11.2%10.5% increase, respectively, as compared with the adjusted 20152016 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 each of the measures used for NEO AIP awards in 2016,2017, indicating the previous year’s performance, the 20162017 threshold, target and maximum goals in absolute dollars and in growth over 20152016 results, the actual 20162017 achievement and the measure’s payout factor. The payout factor is calculated using straight-line interpolation of the actual result between the two adjacent goals.AIP goals were set and achievement was measured excluding certain items as outlined in the reconciliations on page 24:

20162017 AIP Payout Calculation

The following table illustrates the formula and respective 20162017 AIP payout calculations for each of the Company’s NEOs. Award amounts indicated are included under theNon-Equity Incentive Plan Compensation column in the 20162017 Summary Compensation Table on page 31 below.