UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~April~~June 163, 2024

Date of Report (Date of earliest event reported)

TUPPERWARE BRANDS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	1-11657		36-4062333
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

14901 South Orange Blossom Trail	Orlando	FL	32837
(Address of principal executive offices)			(Zip Code)

407 826-5050

Registrant's telephone number, including area code

_________________________________________

(Former name or former address, if changed since last report~~: N/A~~.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TUP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Introduction~~Item 1.01 Entry into a Material Definitive Agreement.

On June 3, 2024, Tupperware Brands Corporation (the “Company”), isTupperware ~~filing~~Products ~~this~~AG ~~Current~~(together ~~Report~~with onthe ~~Form~~Company, ~~8-K~~collectively, tothe ~~provide~~“Borrowers”), ~~updates~~certain onother ~~the~~subsidiaries ~~status~~ of ~~its~~the ~~filing~~Company ofand ~~its~~the ~~2023~~Lenders ~~financial~~(defined ~~statements. Following~~below) ~~the~~party ~~Company’s~~thereto, ~~engagement~~among ofothers, ~~its~~entered ~~new~~into ~~auditor,~~the ~~KPMG~~Amendment ~~LLP~~to Forbearance Agreement (the “~~KPMG~~Forbearance Amendment”), inamending, ~~late January 2024~~modifying, ~~the~~and ~~Company~~otherwise ~~became~~affecting ~~current~~(i) inthat ~~the~~certain ~~filing~~Forbearance ofAgreement, ~~its~~dated ~~quarterly~~as ~~financial~~of ~~statements~~February ~~for~~13, 2024 (the ~~first~~“Forbearance ~~three~~Agreement”), ~~quarters~~by ofand ~~2023~~among, onamong ~~March~~others, 29the Borrowers, ~~2024.~~certain ~~The~~other subsidiaries of the Company isand ~~currently~~the ~~working~~Lenders to(defined ~~complete~~below) ~~the~~party ~~preparation~~thereto, ~~audit~~ and ~~filing~~(ii) ofthat ~~its~~certain ~~full-year~~Credit ~~2023~~Agreement, ~~financial~~dated ~~statements~~as inof ~~its~~November ~~Annual~~23, ~~Report~~2021 on(as ~~Form~~amended ~~10-K~~by ~~for~~that ~~the~~certain ~~fiscal~~First ~~year~~Amendment ~~ended~~to ~~December~~Credit 30Agreement, ~~2023~~dated ~~(the~~as ~~“2023~~of ~~Form~~August ~~10-K”)~~1, ~~which~~2022, ~~was~~that ~~initially~~certain ~~due~~Second onAmendment ~~March~~to ~~29,~~Credit ~~2024~~Agreement, ~~but~~dated ~~which~~as ~~the~~of ~~Company~~December ~~previously~~21, ~~announced~~2022, ~~would~~that becertain ~~delayed. This~~Third ~~Current~~Amendment ~~Report~~to ~~discloses:~~Credit ~~(i) that~~Agreement, dated as ~~expected,~~of ~~the~~February ~~Company~~22, ~~received~~2023, athat ~~notice~~certain ~~from~~Fourth ~~the~~Amendment ~~New~~to ~~York~~Credit ~~Stock~~Agreement ~~Exchange~~and ~~(the~~Limited ~~"NYSE")~~Waiver onof ~~April~~Borrowing 16Conditions, ~~2024~~dated ~~indicating~~as ~~the~~of ~~Company~~May is5, ~~not~~2023, inthat ~~compliance~~certain ~~with~~Debt ~~Section~~Restructuring ~~802.01E~~Agreement, dated as of ~~the~~August ~~NYSE~~2, ~~Listed~~2023, ~~Company~~that ~~Manual~~certain ~~because~~Fifth ~~the~~Amendment ~~Company~~to ~~has~~Credit ~~not~~Agreement, ~~timely~~dated ~~filed~~as ~~its~~of October 5, 2023, ~~Form~~that ~~10-K~~certain ~~with~~Sixth ~~the~~Amendment ~~Securities~~to Credit Agreement, dated as of December 22, 2023, and ~~Exchange~~the ~~Commission~~Forbearance (Agreement, the “~~SEC~~Credit Agreement”), by and ~~(ii)~~among, among others, the ~~status~~Borrowers, ofWells ~~the~~Fargo ~~Company’s~~Bank, ~~compliance~~National ~~with~~Association, ~~additional~~as ~~NYSE~~administrative ~~listing~~agent ~~standards. All~~(the ~~items~~“Administrative ~~are~~Agent”), asand ~~described~~the inlenders ~~further~~party ~~detail~~thereto ~~below~~(the “Lenders”).

~~Item~~As 3previously disclosed in the Current Report on Form 8-K filed on February 16, 2024, the Forbearance Agreement provides for compliance with specified milestones with respect to business planning and repayment transactions until the earlier of (a) June 30, 2024 at 11:59 p.01m. ~~Notice~~Eastern time and (b) the date and time on which the Administrative Agent (at the direction of ~~Delisting~~the ormajority ~~Failure~~Lenders) elects to ~~Satisfy~~terminate the Forbearance Agreement in accordance with its terms (the “Forbearance Period” and each such milestone, a ~~Continued~~“Forbearance ~~Listing~~Agreement ~~Rule~~Milestone”). orThe ~~Standard;~~Forbearance ~~Transfer~~Amendment, among other things, (a) extends the Forbearance Agreement Milestone for entry into a definitive agreement with respect to certain repayment transactions from May 22, 2024 to June 22, 2024, (b) permits the Company to retain (i) all net cash proceeds from tax refunds and (ii) up to $3,500,000 of ~~Listing~~the net cash proceeds from the sale of certain unused internet protocol addresses, (c) reduces the permitted Aggregate Global Tranche Revolving Credit Exposure (as defined in the Credit Agreement) from $36,419,883.13 to the current Aggregate Global Tranche Revolving Credit Exposure level of $22,330,000, (d) removes the Company’s weekly minimum U.S. liquidity requirement under the Credit Agreement without giving rise to a requirement to pay down the Aggregate Global Tranche Revolving Credit Exposure with amounts in excess thereof, and (e) increases the unrestricted cash and cash equivalents that the Company and its subsidiary guarantors organized in the United States are permitted to have on hand from $7,000,000 to $15,000,000.

OnThe ~~April~~description ~~16,~~of ~~2024,~~ the ~~Company~~Forbearance ~~received~~Amendment ~~written~~in ~~notification~~this ~~from~~Current ~~the~~Report ~~NYSE~~on ~~that~~Form ~~the~~8-K ~~Company~~(this “Current Report”) is ~~not~~a summary and is qualified in ~~compliance~~its ~~with~~entirety ~~Section~~by ~~802.01E~~reference ofto the ~~NYSE~~complete ~~Listed~~terms ~~Company~~of ~~Manual~~the ~~due~~Forbearance toAmendment ~~the~~included ~~Company’s~~therein. ~~failure~~The toForbearance ~~timely~~Amendment ~~file~~is ~~its~~filed ~~2023~~hereto ~~Form~~as Exhibit 10-K.1 ~~with~~and ~~the~~is ~~SEC~~incorporated by reference herein.

~~The~~Item ~~NYSE informed the Company that, under NYSE rules, the Company has six months from March 29, 2024 to regain compliance with the NYSE listing standards by filing the 2023 Form 10-K with the SEC~~2.03 ~~The~~Creation ~~NYSE~~of ~~further~~a ~~noted~~Direct ~~that,~~Financial ifObligation ~~the~~or ~~Company~~an ~~fails~~Obligation tounder ~~file~~an ~~the 2023 Form 10~~Off-KBalance ~~within~~Sheet ~~the~~Arrangement ~~six-month period, the NYSE may grant, at its sole discretion, an extension~~ of upa ~~to six additional months for the Company to regain compliance, depending on the specific circumstances~~Registrant. ~~The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.~~

~~Reference~~The isinformation ~~made~~set toforth the Notification of Late Filing on Form 12b-25 filed by the Company with the SEC on March 29, 2024 (the “Form 12b-25”) reporting that the Company required additional time to complete the 2023 Form 10-K due to ongoing material weaknesses in ~~internal~~Item ~~control over financial reporting and significant additional warranted procedures related to the 2023 Form 10-K~~1.01 Asof ~~previously~~this ~~reported in the Company’s~~ Current Report onis ~~Form~~incorporated ~~8-K~~by ~~filed~~reference ~~with~~into ~~the~~this SEC on January 29, 2024, the Company has engaged KPMG as its independent registered public accounting firm for the Company’s periodic reports for the fiscal year ended December 30, 2023 (“Fiscal Year 2023”)item. Furthermore, as previously disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), as a result of the Company’s challenging financial condition and extensive efforts to complete the 2022 Form 10-K, the Company’s accounting department has experienced, and continues to experience, significant attrition resulting in resource and skill set gaps, strained resources, and a loss of continuity of knowledge – all of which have contributed to delays in the filing of the 2023 Form 10-K.

Although the Company has dedicated and intends to continue to dedicate significant resources to the completion of its consolidated financial statements and related disclosures for inclusion in the 2023 Form 10-K, additional time is needed to complete the preparation of, and for KPMG to complete the audit of, the Company’s fiscal year 2023 consolidated financial statements, before the 2023 Form 10-K can be filed. Accordingly, the Company is not able at this time to provide an expected filing date for the 2023 Form 10-K, but does currently expect to be able to file the 2023 Form 10-K within the six-month compliance period.

On April 19, 2024, the Company issued a press release regarding receipt of the notice from the NYSE. The press release is attached hereto as Exhibit 99.1.

The Company will continue to be included in the list of NYSE noncompliant issuers and the below compliance (“.BC”) indicator will continue to be disseminated with the Company’s ticker symbol(s). In addition, beginning April 22, 2024, the late filer status (“LF”) indicator will be disseminated with the Company’s ticker symbol(s). The LF indicator will be removed when the Company is current with all of its annual and interim SEC filing requirements, and the website posting and .BC indicator will be removed when the Company has regained compliance with all applicable continued listing standards.

Item 7.01 Regulation FD Disclosure.

Status of NYSE Compliance

Annual Meeting Listing Standards

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on January 11, 2024, the Company received written notification from the NYSE that it was not in compliance with Section 302 of the NYSE Listed Company Manual, due to the Company’s failure to hold an annual meeting for the Company’s fiscal year ended December 31, 2022 by December 31, 2023. The Company is continuing to work to regain compliance with Section 302 of the NYSE Listed Company Manual as soon as practicable.

NYSE Market Capitalization and Closing Price Listing Standards

As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the SEC on March 29, 2024, the Company received notice from the NYSE on February 1, 2024 that the Company had regained compliance with the NYSE’s quantitative continued listing standards concerning (i) global market capitalization and (ii) average closing price of the Company’s common stock under Sections 802.01B and 802.01C of the NYSE Listed Company Manual, respectively. Pursuant to the conditions of the notice, the Company continues to be subject to a twelve month follow-up period within which the Company will be reviewed to ensure continued compliance with the quantitative continued listing standards. Should the Company become non-compliant with the quantitative continued listing standards, the NYSE may commence suspension or delisting procedures.

Forward-Looking Statements

This Current Report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the Company’s ability to regain compliance with Section 802.01E and 302 of the NYSE continued listing standards and the Company’s ability to maintain compliance with Sections 802.01B and 802.01C of the NYSE continued listing standards. Such forward-looking statements are based on assumptions about many important factors, including the following, which could cause actual results to differ materially from those in the forward-looking statements: the Company’s ability to hold an annual meeting for the fiscal year ended December 31, 2022, whether and when the Company can complete its consolidated financial statements and related disclosures for the 2023 fiscal year, whether and when its independent registered public accounting firm can complete its audit, whether the NYSE commences suspension or delisting procedures prior to the end of the Company’s current six month current cure period with respect to the filing of the 2023 Form 10-K, the Company’s ability to maintain compliance with the (i) global market capitalization and (ii) average closing price of the Company’s common stock listing standards, and other risks identified in the Company’s most recent filing on Form 10-K and other SEC filings, all of which are available on the Company’s website. The Company does not undertake to update its forward-looking statements unless otherwise required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description
99.1			Press Release of Tupperware Brands Corporation dated April 19, 2024
10.1			Amendment to Forbearance Agreement, dated as of June 3, 2024, by and among the Borrowers, certain subsidiaries of the Company, the Administrative Agent, each of the Lenders party thereto, and each of the holders party thereto
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TUPPERWARE BRANDS CORPORATION
Date:	~~April~~June 195, 2024	By:	/s/ Karen M. Sheehan
			Karen M. Sheehan
			Executive Vice President, Chief Legal Officer & Secretary

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