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 20, 2020, at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida 32827. The meeting will begin4, 2021, starting at 1:00 p.m.

As partp.m (Eastern Time). In light of our precautions regarding the coronavirus(COVID-19)COVID-19 pandemic, we may impose additional procedures or limitations on attendees of ourhave determined that the annual meeting or may decide to hold the meeting aswill be held in a virtual meeting only. We plan to announce any such updates onformat only, via the Company’s website (www.tupperwarebrands.com) under the “Investors” section, and we encourage you to check this website prior to the annualInternet, with no physical meeting if you plan to attend. If we decide to hold the meeting as a virtual meeting only, we will also issue a press release announcing such change in advance and file the announcement with the Securities and Exchange Commission as additional proxy material.

Effective at our annual meeting of shareholders, Catherine Bertini, Joyce Roché and Angel Martinez, who have served Tupperware Brands Corporation as directors since 2005, 1998 and 1998, respectively,location. You will be retiring from our Board of Directors. We thank Mses. Bertiniable to attend and Roché and Mr. Martinez 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 8, 2020March 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 20202021 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 20, 2020,4, 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.

We currently intend to hold our annual meeting in person; however, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of developments regarding the coronavirus(COVID-19) pandemic. As a result, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting as a virtual meeting only. We plan to announce any such updates on the Company’s website (www.tupperwarebrands.com) under the “Investors” section, and we encourage you to check this website prior to the annual meeting if you plan to attend. If we decide to hold the meeting as a virtual meeting only, we will also issue a press release announcing such change in advance and file the announcement with the Securities and Exchange Commission as additional proxy material. As always, you are encouraged to vote your shares prior to the annual meeting.adjournment thereof.

April 8, 2020March 22, 2021

TABLE OF CONTENTS

Proxy Summary

This summary highlights certain information in this proxy statement. This summary does 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 20192020 Annual Report before you vote. A notice regarding the availability of proxy materials for the 20202021 annual meeting is being mailed to shareholders on or about April 8, 2020.March 22, 2021.

20202021 Annual Meeting Key Facts*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 4. Catherine Bertini, Joyce Roché3. Kriss Cloninger III, Aedhmar Hynes, and Angel Martinez, who have served as directors since 2005, 1998 and 1998, 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 Board of Directors (the “Board”) of Tupperware Brands Corporation (the “Company”) of proxies to be votedmeeting at the 2020 annual meeting of shareholders of the Company (the “2020 annual meeting”) to be held on May 20, 2020 at 1:00 p.m., and at any adjournment or postponement thereof. The 2020 annual meeting will be held at the Hyatt Regency Orlando International Airport Hotel, 9300 Jeff Fuqua Boulevard, Orlando, Florida 32827.

We currently intend to hold our annual meeting in person; however, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of developments regarding the coronavirus(COVID-19) pandemic. As a result, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting as a virtual meeting only. We plan to announce any such updates on the Company’s website (www.tupperwarebrands.com) under the “Investors” section, and we encourage you to check this websitewww.proxydocs.com/TUP prior to the annual meeting ifdeadline of 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 planwill receive further instructions via email, including your unique links that will allow you access to attend. If we decide to hold the meeting as aand to submit questions during the meeting. Shareholders must have available their control number provided on their proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials to ask questions during the meeting.

There will be technicians 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 only, weduring check-in or during the meeting, should call the technical support number that will also issue a press release announcing such change in advance and file the announcement with the Securities and Exchange Commission as additional proxy material.be posted at www.proxydocs.com/TUP.

Voting at the Meeting

The Board has fixed the close of business on March 23, 20208, 2021 as the record date for determining shareholders entitled to vote at the 20202021 annual meeting. On that date there were outstanding 48,971,02249,574,365 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 20202021 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 20202021 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 20202021 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 20202021 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 20202021 annual meeting.

For all matters to be voted upon by shareholders at the 20202021 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 20202021 annual meeting. On all matters,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 20202021 annual 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 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 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 size of the Company’s Board is currently comprised ofwas increased to thirteen (13) directors. Alldirectors, effective as of March 15, 2021 upon the currentappointment of three new directors, are standingDeborah G. Ellinger, James H. Fordyce, and Timothy Minges, who will stand for election for the first time at the 2021 annual meeting. Three of our existing directors, Kriss Cloninger III, Aedhmar Hynes, and Mauro Schnaidman, will not stand for re-election at the 20202021 annual meeting, withand effective upon the exception2021 annual meeting, the size of Catherine Bertini, Joyce Roché and Angel Martinez, each of whomthe Company’s Board will be retiring from the Board at the 2020 annual meeting at the end of their current term.decreased to ten (10) directors.

The nominees for election as directors for the new term are those persons named in this proxy statement: Susan M. Cameron, Kriss Cloninger III, Meg Crofton, Deborah G. Ellinger, Miguel Fernandez, James H. Fordyce, Richard P. Goudis, Aedhmar Hynes,Timothy Minges, Christopher D. O’Leary, Richard T. Riley, Mauro Schnaidman 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” on page 5660 below.

The following is information concerning the nominees for election, each of whom has a current term expiring at the 20202021 annual meeting. The nominations are for a term expiring at the annual meeting of shareholders in 20212022 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 GovernanceSocial 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.

Board Committees

Current Membership

 

Board Member

Audit &  Finance  & Corporate Responsibility

Nominating, Governance  & GovernanceSocial Responsibility

Compensation & Management DevelopmentHuman Capital

Executive Committee

Catherine A. Bertini (I)

Susan M. Cameron (C, I)

Kriss Cloninger III (F, I)

Meg Crofton (I)

Kriss Cloninger IIIDeborah Ellinger (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)

Miguel Fernandez (F)

Richard P. Goudis (F)

Aedhmar Hynes (I)

Angel R. Martinez (I)

Christopher D. O’Leary (F, I)

Richard T. Riley (F, I)

Joyce M. Roché (I)

Mauro Schnaidman (I)

M. Anne Szostak (F, I)

Audit Finance and Corporate ResponsibilityFinance Committee

The Audit Finance and Corporate ResponsibilityFinance Committee (the “Audit Committee”), which held sixnine meetings in 2019,2020, 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.Messrs. Riley (Chairperson), Cloninger, Fordyce, Minges, and Mses. Bertini, RochéSchnaidman, and 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 two members of the Audit Committee (Mr.Messrs. Riley, Cloninger, Fordyce, and Minges, and Ms. Szostak)Szostak, are audit committee financial experts, as defined by applicable rules, and four additional directors (Messrs. Cloninger, Fernandez, Goudis and O’Leary)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). Mr. O’Leary served as a member

In connection with the regular meetings of the Board and the various Board committees in March, on March 4, 2021, the Audit Committee, priorthe Nominating Committee and the Board approved modifications to becoming the Interim Chief Executive Officer and has been appointed to return as a member of the Audit Committee followingcharter to move primary responsibility for Environmental, Social and Governance (“ESG”) matters to the conclusion of such service.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 foursix meetings in 2019,2020, 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

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 his or her own compensation.of non-employee directors. The CEO’s compensation is recommended by the Compensation Committee after consultation with its compensation 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

Board Meetings and Annual Meeting of Shareholders and Directors’ Attendance

There were tenthirteen meetings of the full Board and six meetings of the independent Board directors held in 2019.2020. No incumbent director attended fewer than 75 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 2019.2020.

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

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, over 50%40% of the Company’s directors serving in 20192020 and 40% of the current director nominees are women. See the “Summary Information about our Director Nominees” chart included in the Proxy Summary section above for more information.

In November 2019, Ms. Patricia Stitzel, who served as CEO, Chairman 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 to 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 consistency in leadership. From May 2018 to May 2019, the Company separated the roles of CEO and Chairman, with Ms. Stitzel serving as CEO and Mr. E.V. (Rick) Goings serving as Executive Chairman.

The Board in its judgment has determined that the current leadership structure is in the best interest of the Company’s shareholders and employees to accelerate a successful turnaround and 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 23, 20208, 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 2.53 percent.stock. All directors and executive officers as a group owned 4.972.19 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, 2019.2020.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 28, 201926, 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, for eighteen years. In fiscal year 2019,2020, her total compensation package was 185,320257,214 euros (approximately U.S. $208,059)$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 28, 2019,26, 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 20192020 fiscal year be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 28, 2019.26, 2020.

Audit Finance and Corporate ResponsibilityFinance Committee

Richard T. Riley, Chairperson

Catherine A. BertiniKriss Cloninger III

Joyce M. RochéMauro 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 Compensation Discussion and Analysis describes our executive compensation philosophy and programs, the compensation 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 2019,2020, and the considerations in making those decisions in 2019.with respect to 2020. Specifically, this Compensation Discussion and Analysis focuses on the compensation of the Company’s Named Executive Officers (“NEOs”) listed below, whose compensation is set forth in the 20192020 Summary Compensation Table and other compensation tables contained in thethis proxy statement.

Summary

Management Transition

During 2019 and early 2020, as part of the Company’s Turnaround Plan, the Company experienced a number of senior leadership changes. On February 19, 2020, Mr. Goings retired as Chairman Emeritus of the Board and as a member of the Board. On March 11, 2020, the Board concluded its search for a new Chief Executive Officer and appointed Miguel Fernandez as President & Chief Executive Officer, effective April 6, 2020, and2020. Additionally, the Board appointed Richard Goudis as Executive Vice Chairman (“EVC”), effective March 12, 2020. Each of Messrs. Fernandez and Goudis also became a member of the Board on the effective date of his appointment. Upon Mr. Fernandez commencing his roleservice as President & Chief Executive Officer, effective April 6, 2020, Mr. O’Leary stepped down fromafter serving as Interim Chief Executive Officer a position he held effectivesince November 12, 2019. On November 11, 2019, the Board appointed Mr. O’Leary, an independent directorIn addition, as part of the Board atbroad global leadership changes, on April 2, 2020, Mr. Hewett separated from the time,Company. Finally, as Interim Chief Executive Officerpart of the Company, succeeding Ms. Stitzel, who stepped down as Chairman & Chief Executive Officer and a memberongoing evolution of the Board, effective November 11, 2019. As of the date of the 2019 annual meeting of shareholders, Ms. Stitzel, who then served as CEO, assumed the role of Chairman of the Board after Mr. Goings’ retirement as an employee of the Company after more than 26 years of service to the Company. On February 25, 2019,senior management team, on October 12, 2020, the Board appointed Ms. Harris to the new position of Chief Financial Officer & Chief Operating Officer and Mr. Wright to Executive Vice President, and Chief Financial Officer, effective April 1, 2019, succeeding Mr. Poteshman who retired from the Company after more than 25 years of service to the Company.Product Innovation. Please see the section entitled “Management Transition Compensation Arrangements” for a discussion of the compensation arrangements entered into in connection with the 2019 and early 2020 management transitions.

20192020 Business Results

The Company is a leading global manufacturerconsumer products company that designs innovative, functional, and marketer of premium, innovativeenvironmentally responsible products. Founded in 1946, the Company’s signature container created the modern food storage category that revolutionized the way the world stores, serves, and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, the Company’s products across multiple brands and categoriesare an alternative to single-use items. The Company distributes its products into nearly 80 countries primarily through anapproximately 3.2 million independent sales force members around the world. Worldwide, the Company engages in the marketing, manufacture, and sale of 2.9 million.design-centric preparation, storage, and serving solutions for the kitchen and home through the Tupperware brand name and beauty products through the Fuller, NaturCare, Nutrimetics and Nuvobrands. Each brand manufactures and/or markets a broad line of high-quality products. The Company isprimarily uses a complexdirect selling business model to distribute and requires inducingmarket products,

while continuing to expand digital platforms and retaining leadership capablebusiness-to-business distribution channels. Through personal connections, product demonstrations, and understanding of leveraging an independentconsumer needs, the Company’s sales force and managing a global manufacturing and marketing organizationmembers have been selling products to support the Company’s goals.customers for over 75 years.

In approving compensation decisions with respect to 2019,2020, the Committee considered a variety of factors, including this complexityfactors: top line growth trends heading into 2020; pre-tax income; cost reduction actions associated with the Turnaround Plan; and liquidity in the form of the consolidated leverage ratio per the Company’s operational andCredit Agreement. The Committee believes a focus on these metrics helps management create the right priorities to increase returns to shareholders. The Company’s most recent financial performance, highlighted below, which requiresreflects a significant turnaround:turnaround in top line revenue growth and bottom-line profitability from the Company’s performance trends in recent years:

Executive Compensation Design & Governance Best Practices

The Committee has implemented executive compensation design and governance practices consistent with leading and best market practices, as illustrated in the following table:

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 both 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 headings “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.

In addition, the Company selectively grants stock-based awards for critical retention purposes, upon an employee’s initial hire or promotion to an executive officer role or to reward performance.

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.NEOs and Section 16 officers. As discussed above under “Board Committees,” the Committee also works closely with its independent compensation consultant, Meridian Compensation Partners, LLC, to determinedevelop the market-based compensation arrangements for the Company’s officers.