UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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

Check the appropriate box:

TUPPERWARE BRANDS CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Tupperware Brands Corporation

14901 S. Orange Blossom Trail

Orlando, FL 32837

Mailing Address:

Post Office Box 2353

Orlando, FL 32802-2353

To Our Shareholders:

It is our pleasure to invite you to attend the 2021 annual meeting of shareholders of Tupperware Brands Corporation to be held on Wednesday,Tuesday, May 22, 2019,4, 2021, starting at 1:00 p.m (Eastern Time). In light of the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida 32827. TheCOVID-19 pandemic, we have determined that the annual meeting will begin at 1:00 p.m.

Effective at our annualbe held in a virtual meeting of shareholders, Antonio Monteiro de Castro and David R. Parker, who have served Tupperware Brands Corporation as directors since 2010 and 1997, respectively,format only, via the Internet, with no physical meeting location. You will be retiring from our Board of Directors. We thank Messrs. Monteiro de Castroable to attend and Parker for their service and express our appreciation for their dedication, contributions and leadership during their years with us.participate in the Annual Meeting online by visiting www.proxydocs.com/TUP.

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

On behalf of the Board of Directors and Tupperware management, we thank you for your interest and support.

April 5, 2019March 22, 2021

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 20192021 annual meeting of shareholders of Tupperware Brands Corporation will be held at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida 32827, on Wednesday,Tuesday, May 22, 2019,4, 2021, at 1:00 p.m., (Eastern Time). In light of the COVID-19 pandemic, for the safety of all of our people, including our stockholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the 2021 annual meeting will be held in a virtual meeting format only, via the Internet, with no physical meeting location. You will be able to considerattend and vote upon:participate in the Annual Meeting online by visiting www.proxydocs.com/TUP. The Annual Meeting is being held for the following purposes:

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

Please complete and sign the enclosed proxy card and return it promptlyTo participate in the accompanying postage-paid envelope or submit a proxy telephonically or electronically, as outlinedAnnual Meeting virtually via the Internet, please visit www.proxydocs.com/TUP. In order to attend, you must register in advance at www.proxydocs.com/TUP prior to the voting materials. Thisdeadline of April 30, 2021 at 5:00 p.m. (Eastern Time). Upon completing your registration, you will ensurereceive further instructions via email, including your unique links that your vote is counted whether or notwill allow you are ableaccess 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 planto submit questions during the meeting. You will not be able to attend the meeting, please check your proxy cardAnnual Meeting in person.

The record date for the space provided or indicate your intention to attend as instructed byAnnual Meeting is March 8, 2021. Only stockholders of record at the telephonic and electronic voting instructions. Your admission ticket will be mailed to you prior toclose of business on that date may vote at 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.or any adjournment thereof.

April 5, 2019March 22, 2021

TABLE OF CONTENTS

Proxy Summary

This summary highlights certain information in this proxy statement. As it is only aThis summary pleasedoes not contain all of the information that you should consider in deciding how to vote. Please review the complete Tupperware Brands Corporation Proxy Statement and 20182020 Annual Report before you vote. A notice regarding the availability of proxy materials for the 2021 annual meeting is being mailed to shareholders on or about March 22, 2021.

20192021 Annual Meeting Key Facts

How to Vote

Shareholders of record on the Record Date are entitled to vote in the following ways:

Call 1 (866)(855) 883-3382680-7102 (toll free) in the  United States or Canada

Visit www.proxypush.com/tupTUP

Return a properly completed, signed and dated proxy card

Attend the Annual Meeting of Shareholders in personVirtually and vote your shares

Meeting Agenda Items

SUMMARY INFORMATION ABOUT OUR DIRECTOR NOMINEES

Additional information about our director nominees can be found under “Election of Directors” starting on page 5. Antonio Monteiro de Castro3. Kriss Cloninger III, Aedhmar Hynes, and David R. Parker, who have served as directors since 2010 and 1997, respectively,Mauro Schnaidman will not be running forre-election at the Annual Meeting.Meeting, and the Board of Directors thanks each of them for their service.

General Information

This proxy statement is furnishedTo participate in connection with the solicitation on behalfAnnual Meeting virtually via the Internet, please register in advance of the Boardmeeting at www.proxydocs.com/TUP prior to the deadline of Directors (the “Board”)April 30, 2021 at 5:00 p.m. (Eastern Time). You will not be able to attend the Annual Meeting in person. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and to submit questions during the meeting. Shareholders must have available their control number provided on their proxy card, voting instruction form or Notice of Tupperware Brands Corporation (the “Company”)Internet Availability of proxiesProxy Materials to be voted atask questions during the 2019 annual meeting of shareholders of the Company (the “2019 annual meeting”) to be held on May 22, 2019 at 1:00 p.m., and at any adjournment or postponement thereof. The 2019 annual meetingmeeting.

There will be heldtechnicians ready to assist shareholders with any technical difficulties they may have accessing the virtual meeting. Any shareholders who encounter any difficulties accessing the virtual meeting during check-in or during the meeting, should call the technical support number that will be posted at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida 32827. A notice regarding the availability of proxy materials for the 2019 annual meeting is being mailed to shareholders on or about April 5, 2019.www.proxydocs.com/TUP.

Voting at the Meeting

The Board has fixed the close of business on March 25, 20198, 2021 as the record date for determining shareholders entitled to vote at the 20192021 annual meeting. On that date there were outstanding 48,733,51249,574,365 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 20192021 annual 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 20192021 annual meeting for purposes of determining the presence of a quorum.

Shares for which there is a properly executed proxy will be voted in accordance with the instructions indicated. If no instructions are indicated in a properly executed proxy, such shares will be voted as recommended by the Board. A shareholder who has given a proxy may revoke it by voting in person at the 20192021 annual meeting, or by giving written notice of revocation or a later-dated proxy to the Secretary of the Company at any time before the closing of the polls at the 20192021 annual meeting. The Company has appointed an officer of Equiniti Trust Company, transfer agent for the Company, as the independent inspector of election to act at the 20192021 annual meeting.

For all matters to be voted upon by shareholders at the 20192021 annual meeting, the Company’s Amended and RestatedBy-Laws (the“By-Laws”) require the affirmative vote of a majority of the votes cast at the 20192021 annual meeting. Other than with respect to Proposal 3 (the approval of the Tupperware Brands Corporation 2019 Incentive Plan),meeting, excluding abstentions, are not treated as votes cast andwhich will not have any impact on the outcome of any of the matters to be voted upon by shareholders at the 20192021 annual meeting. However, with respect to Proposal 3, per the New York Stock Exchange Listed Company Manual, abstentions will be treated as “votes cast” and an abstention will have the same effect as a vote “against” Proposal 3 for purposes of determining whether Proposal 3 has been approved.

Brokers who are registered shareholders owning shares on behalf of beneficial owners are required under stock exchange rules to obtain the instructions of beneficial owners before casting a vote on 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 and the advisory vote regarding the Company’s executive compensation program and the approval of the Tupperware Brands Corporation 2019 Incentive Plan require a beneficial owner’s instructions to a broker. 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

As previously announced, on January 25, 2019, the Board increased the number of directorsThe size of the Company from twelveCompany’s Board was increased to thirteen (13) directors, effective as of March 15, 2021 upon the appointment of three new directors, Deborah G. Ellinger, James H. Fordyce, and elected Christopher D. O’Leary to serve as a director, effective immediately. The Company’s Board is currently comprisedTimothy Minges, who will stand for election for the first time at the 2021 annual meeting. Three of thirteen directors. All of the currentour existing directors, are standingKriss Cloninger III, Aedhmar Hynes, and Mauro Schnaidman, will not stand forre-election at the 20192021 annual meeting, withand effective upon the exceptions of Antonio Monteiro de Castro and David. R. Parker, each of whom will be retiring from the Board at the 2019 annual meeting at the end of his current term. The Company thanks Messrs. Monteiro de Castro and Parker for their service on the Board. The Board has approved a resolution so that, following the 20192021 annual meeting, the size of the Company’s Board will be reduced from thirteendecreased to eleven members.ten (10) directors.

The nominees for election as directors for the new term are those persons named in this proxy statement: Catherine A. Bertini, Susan M. Cameron, Kriss Cloninger III, Meg Crofton, E.V. (Rick) Goings, Angel R. Martinez,Deborah G. Ellinger, Miguel Fernandez, James H. Fordyce, Richard P. Goudis, Timothy Minges, Christopher D. O’Leary, Richard T. Riley, Joyce M. Roché, Patricia A. Stitzel and M. Anne Szostak. Unless otherwise

The following is information concerning the nominees for election, each of whom has a current term expiring at the 20192021 annual meeting. The nominations are for a term expiring at the annual meeting of shareholders in 20202022 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.

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, Governance and GovernanceSocial Responsibility 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, Governance and GovernanceSocial Responsibility 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, Governance and GovernanceSocial Responsibility Committee or the Board that concern such resignation.

Additionally, a director who experiences a significant change in his or her principal business, professional position, employment or responsibility must offer his or her resignation from the Board, which resignation may be accepted or rejected by the Board in its sole discretion. Employee directors must offer their resignation from the Board upon their resignation, removal or retirement as an officer of the Company. The Nominating, Governance and Social Responsibility Committee shall make a recommendation to the Board on whether to accept or reject such resignation.

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

Board Committees

Current Membership

 

Board Member

Audit &  Finance  & Corporate Responsibility

Nominating, Governance  & GovernanceSocial Responsibility

Compensation & Management DevelopmentHuman Capital

Executive Committee

Capital Allocation Sub- Committee

E.V. (Rick) Goings (C)

Catherine A. Bertini (I)

Susan M. Cameron (I, P) (C, I)

Kriss Cloninger III (F, I)

Meg Crofton (I)

Deborah Ellinger (F, I)

Kriss Cloninger III (F, I) Miguel Fernandez (F)

James H. Fordyce (F, I)

Richard P. Goudis (F)

Aedhmar Hynes (I)

Timothy Minges (F, I)

Christopher D. O’Leary (F, I)

Meg Crofton (I)

Angel R. Martinez (I)

Antonio Monteiro de CastroRichard T. Riley (F, I)

Christopher D. O’Leary (F, I) Mauro Schnaidman (I)

David R. Parker (F, I)

Richard T. Riley (F, I)

Joyce M. Roché (I)

Patricia A. Stitzel

M. Anne Szostak (F, I)

Audit Finance and Corporate ResponsibilityFinance Committee

The Audit Finance and Corporate ResponsibilityFinance Committee (the “Audit Committee”), which held eightnine meetings in 2018,2020, reviews the scope and results of the audit by the independent registered public accounting firm (“independent auditors”), evaluates, selects and replaces the independent auditors and has approval authority with respect to services provided by the independent auditors and fees therefor. The Audit Committee monitors the independent auditors’ relationship with and independence from the Company. In addition, it reviews the adequacy of internal control systems, internal audit function, accounting policies and the Company’s general compliance with laws and regulations, as well as reviewing and discussing with management and the independent auditors the Company’s financial statements and recommending to the Board inclusion of the audited annual financial statements in the Company’s Annual Report 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, its cybersecurity risk program, and makes determinations regarding related party transactions, if any. The current members of the Audit Committee are Mr. Monteiro de CastroMessrs. Riley (Chairperson), Mses. Bertini, RochéCloninger, Fordyce, Minges, and SzostakSchnaidman, and Messrs. O’Leary and Riley.Ms. Szostak. All such members are both independent and financially literate in accordance with New York Stock Exchange listing standards and SEC requirements, and the Board has determined that four members of the Audit Committee (Messrs. Monteiro de Castro, O’LearyMessrs. Riley, Cloninger, Fordyce, and RileyMinges, and Ms. Szostak) and two additional directors (Messrs. Cloninger and Parker)Szostak, are audit committee financial experts, as defined by applicable rules, and four additional directors (Messrs. Fernandez, Goudis and O’Leary and Ms. Ellinger) each meet the requirements of an audit committee financial expert, as defined by applicable rules. None of the members of the Audit Committee serve on more than three audit committees (including the Company’s).

In connection with the regular meetings of the Board and the various Board committees in March, on March 4, 2021, the Audit Committee, the Nominating Committee and the Board approved modifications to the Audit Committee charter to move primary responsibility for Environmental, Social and Governance (“ESG”) matters to the Nominating Committee, and to rename the Audit, Finance and Corporate Responsibility Committee to the Audit and Finance Committee.

Nominating, and Governance & Social Responsibility Committee

The Nominating, and Governance & Social Responsibility Committee (the “Nominating Committee”), which held threesix meetings in 2018,2020, identifies and reviews qualifications of, and recommends to the Board, candidates for election as directors of the Company, acts on other matters pertaining to Board membership, and establishes the Company’s corporate governance provisions. The Nominating Committee evaluates and determines the criteria for selection of a director candidate in the context of the continuing makeup of the Board based on the facts and circumstances of the Company. Once such criteria have been determined, the Nominating Committee conducts a search for qualified candidates, which may

The Compensation Committee establishes the executivegeneral compensation objectivesphilosophy of the Company and administersoversees and approves the Company’sdevelopment, adoption and implementation of compensation program withinpolicies and programs that function to attract, motivate and retain the context of those objectives, taking into consideration issues of risk-taking in connection with compensation.Corporation’s executive talent and its leadership pipeline, and assesses whether such policies and programs establish appropriate incentives. 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 byto the independent members of the Board. While the Compensation Committee may specifically setBoard for approval the compensation programlevel, employment agreements and other severance agreements for any key executive below the CEO, and sets the compensation level of executive officer,the Executive Officers, recommending non-equity elements to the independent members of the Board for ratification, as well as approve employment agreements and other severance arrangements for Executive Officers. Effective as of May 1, 2021, on a general matterbiennial basis, or as desired by the Committee, it delegates this roleshall review and make recommendations to executive management. The Company’s CEO and chief human resources officer (“CHRO”) recommend all executive officer-levelthe Board regarding compensation actions, except that the CEO is not involved in any recommendation or approval concerning her own compensation.of non-employee directors. 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.consultant. The Compensation Committee also has a standing Stock Award Committee that was established in May 2016 to delegate to the Company’s CEO and CHRO the authority to award equity to selectnon-executive officer employees for critical retention, promotion or new hire purposes. Pursuant to its charter, the Compensation Committee may: (i) delegate the authority to interpret and make determinations for the administration of any plans and grants to senior management; (ii) delegate any of its duties to a subcommittee formed for the purpose of carrying out such duty or duties; and (iii) delegate the authority to establish a standing agenda to its Chairperson. The current members of the Compensation Committee are Mr.Messrs. O’Leary (Chairperson), Cloninger, (Chairperson),and Fordyce, and Mses. Cameron, Crofton, Ellinger, and Crofton and Messrs. Martinez and Parker.Hynes. All such members are independent in accordance with New York Stock Exchange listing standards.

Pursuant to its charter, the Compensation Committee is authorized to directly retain, compensate and oversee the work of compensation consultants. In 2018,2020, the Compensation Committee engaged two compensation consultants, Aon Hewitt from January through August and Meridian Compensation Partners beginning in August. These consultantsas its independent compensation consultant. Meridian provided a variety of executive compensation consulting services, including evaluation and review of compensation trends, regulations, management’s recommendations regarding compensation levels and plan design, incentive plan performance target practices,

Board Meetings and Annual Meeting of Shareholders and Directors’ Attendance

There were fivethirteen meetings of the full Board meetings held in 2018.2020. No incumbent director attended fewer than 9075 percent of the aggregate number of meetings of the Board and committees on which such director served that were held during the period that such director served as a director or committee member. The Company’s corporate governance principles provide that directors should be available to attend scheduled and special Board and committee meetings, as well as the annual meeting of shareholders, on a consistent basis and in person. All of the Board’s directors, who were directors at the time, attended the annual meeting of shareholders in 2018.2020.

Corporate Governance

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

In addition, the Company has implemented written, telephonic and electronic means for interested parties to communicate directly with the Company’s compliance officers (the heads of its Finance, Law, Human Resources and Internal Audit functions) or with thenon-employee members of the Company’s Board. Communications from interested parties tonon-employee directors are routed to the chairperson of the Audit Committee, 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

Diversity

The Board values diversity as a factor in selecting members to nominate to serve on the Board, and believes that the diversity that exists in its composition provides significant benefit to the Company. Although there is no specific policy on diversity, the Nominating Committee takes various considerations into account in its selection criteria for new directors. Such considerations may include gender, race, national origin, functional background, executive or professional experience and international experience, among others. For example, consistent with the value placed on gender diversity by the Board, nearly 50%over 40% of the Company’s current directors (and over 50%serving in 2020 and 40% of the current director nominees)nominees are women. See the “Summary Information about our Director Nominees” chart included in the Proxy Summary section above for more information.

Strategy and Risk Oversight

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

The Board also takes very seriously its involvement in risk oversight, which involves the Audit Committee, the Compensation Committee and the full Board. The Audit Committee receives materials from management on a quarterly basis to address the identification and status of major risks to the Company, including steps to mitigate risk. Enterprise risk management is a standing agenda item at each of its meetings. The Audit Committee also reviews the

In November 2019, Ms. Patricia Stitzel, who served as CEO, but continued as Executive Chairman. TheChairman and a director of the Company, stepped down from her roles. At that time, the Board determined that it was in the best interest of the Company to separate the roles of Chairman and CEO atto enable Ms. Cameron and Mr. O’Leary to focus on their new roles, particularly during this period of transition. Previously, in May 2019, the Board combined the roles of CEO and Chairman when Ms. Stitzel, who then served as CEO of the Company, was appointed to the additional role of Chairman. At that time, the Board determined that it was in the best interest of the Company to combine the roles of CEO and Chairman in order to provide for continuityconsistency in leadership. From May 2018 to May 2019, the Company separated the roles of Board leadership during the transition,CEO and enableChairman, with Ms. Stitzel to focus on operatingserving as CEO and managingMr. E.V. (Rick) Goings serving as Executive Chairman.

The Board in its judgment has determined that the Companycurrent leadership structure is in her new role as President and CEO. As CEO, Ms. Stitzel reports to the Board and, as a director, she participates in all Board meetings.

As neither the Executive Chairman nor the CEO is independent, the Board has an independent Presiding Director, presently Susan M. Cameron, to provide effective leadership and representation for the independent directors. The dutiesbest interest of the Presiding Director include presiding at meetings of the independent directors, serving as liaison between the Board, the Executive ChairmanCompany’s shareholders and the CEO, approving schedules, agendasemployees to accelerate a successful turnaround and materials sent to the Board, oversight of the Board and CEO evaluation processes, and coordination of the director candidate interview process. She also advises the Executive Chairman and the CEO on the quality, quantity and timeliness of management information provided to the Board, and makes recommendations on Board committee membership, chairs and rotation. She has the authority to call meetings of the independent directors, including if requested by major shareholders of the Company, and may be available for consultation and direct communication with such shareholders.

This leadership structure, as evidenced by the feedback of directors, provides for a highly-conducive atmosphere for directors to exercise their responsibilities and fiduciary duties, and to enjoy adequate opportunities to thoroughly deliberate matters before the Board and to make informed and independent decisions.growth strategy. The Board will continue to evaluate its leadership structure and will determine whether continuing to separate the roles of Chairman and CEO is in the best interest of the Company and its shareholders based on circumstances existing at the time.

Environmental, Social and Governance Highlights

Key Corporate Governance Features

Social and Environmental Sustainability Features

To learn more about our environmental, social and governance efforts, in addition to the information described above, please refer to our current Sustainability Report on the Company’s website, by visiting www.tupperwarebrands.com/csr/sustainability/social-impact-reports.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of shares of the Company’s common stock beneficially owned as of March 25, 20198, 2021 by each director and nominee for election, by each of the executive officers named in the Summary Compensation Table and by all directors and executive officers of the Company as a group. Each of the following persons and members of the group had sole voting and investment power with respect to the shares shown unless otherwise indicated. No director or executive officer owned more than 1 percent of the Company’s common stock, except Mr. Goings, who owned 2.36 percent.stock. All directors and executive officers as a group owned 4.582.19 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, 2018.2020.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

(4)	Calculated based on 49,574,365 of the Company’s common stock outstanding as of the close of business on March 8, 2021, the record date for the 2021 annual meeting.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 201826, 2020 regarding the Company’s common stock that may be issued under equity compensation plans currently maintained by the Company:

TRANSACTIONS WITH RELATED PERSONS

Policy

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

Transaction

A foreign subsidiary of the Company has employed Ms. Kristina Goings, the daughter of a former Chairman, Chief Executive Officer, and director of the Company’s Executive Chairman,Company, for seventeeneighteen years. In fiscal year 2018,2020, her total compensation package was 176,017257,214 euros (approximately U.S. $201,636)$280,237). This transaction was reviewed and approved in accordance with the Company’s policy on transactions with related persons.

REPORT OF THE AUDIT FINANCE AND CORPORATE RESPONSIBILITYFINANCE COMMITTEE

The Audit Finance and Corporate ResponsibilityFinance Committee of the Board (under this heading, the “Committee”) has reviewed and discussed with management the audited financial statements of the Company as of and for the year ended December 29, 2018,26, 2020, which management has represented to the Committee have been prepared in accordance with accounting principles generally accepted in the United States of America, and PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has concurred in such representation in its opinion relating to such audited financial statements. The Committee discussed with representatives of PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Committee received from PricewaterhouseCoopers LLP the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence, and has discussed with that firm its independence and considered whether the provision 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 20182020 fiscal year be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 29, 2018.26, 2020.

Audit and Finance and Corporate Responsibility Committee

Antonio Monteiro de Castro, Chairperson

Catherine A. Bertini

Christopher D. O’Leary

Richard T. Riley, Chairperson

Joyce M. RochéKriss Cloninger III

Mauro Schnaidman

M. Anne Szostak

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Tupperware Brands Corporation is committed to maintaining a transparent executive compensation program, especially during turbulent times.

The following message from the Non-Executive Chairman of the Board highlights key aspects of our executive compensation program. A detailed discussion follows in the Compensation Discussion and Analysis (CD&A).

Message from the Non-Executive Chairman of the Board

Dear Shareholders,

Much better than expected is how we would summarize 2020. When the Board approved the annual targets in March 2020, the Company was in a period of significant change:

Miguel Fernandez and Rich Goudis joined our Company several weeks later. Our objective as a Board and Compensation Committee was to allow the new management team to onboard, deal with the immediate crisis of COVID-19, and begin the hard work of turning around the Company. We knew we would need to stand in support of management and to remain flexible. For example, the Board reduced its fees when senior leaders volunteered to reduce their salaries. We also eliminated the excess meeting fee provision for non-management directors, as it was “all hands-on deck”.

In the second and third quarters we observed that management was moving with decisiveness and lightning speed to not only deal with COVID-19 but also to drive its turnaround agenda. The growth strategies from the new three-year plan were starting to work, and management increased the annual cost savings target to $180 million.

By November, it was clear the Company was going to have a stronger than expected year and most importantly, that we had hired the right new leaders to take us forward. We adjusted the incentive program to better align with what was happening; the Company would return to both top-line and bottom-line growth, significantly improve its cost structure, re-finance its 2021 indebtedness, and accelerate the divestiture of non-core assets.

As you can see in the reported financials, the Company’s performance was much better than we expected at the beginning of the year. While we are still early in the turnaround and have more hard work to do, we feel particularly good about the Company’s new growth strategy and the management team.

Susan Cameron

Non-Executive Chairman, Tupperware Brands Corporation

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Discussion &and Analysis

This sectionCompensation Discussion and Analysis describes the programs and philosophy behind the Company’sour executive compensation practices for each individual who served asphilosophy and programs, the Company’s Chief Executive Officer during 2018, the Company’s Chief Financial Officer during 2018 and each of the three other most highly compensated executive officers in office at the end of 2018 (the “Named Executive Officers” or “NEOs”) and the process thatcompensation decisions the Compensation and Management DevelopmentHuman Capital Committee (the(for purposes of this Compensation Discussion and Analysis, the “Committee”) made under the program with respect to 2020, and the considerations in making those decisions with respect to 2020. Specifically, this Compensation Discussion and Analysis focuses on the compensation of the Board uses to determine executiveCompany’s Named Executive Officers (“NEOs”) listed below, whose compensation arrangements. In general,is set forth in the Company’s executive2020 Summary Compensation Table and other compensation program is designed to attract, retain and motivate executives while balancing both the short- and the long-term interests of the Company, its shareholders and its employees.tables contained in this proxy statement.