Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 3, 2023, Tupperware Brands Corporation (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”).
The NYSE informed the Company that, under NYSE rules, the Company has six months from the Form 10-K due date to regain compliance with the NYSE listing standards by filing the Form 10-K with the SEC. The NYSE further noted that, if the Company fails to file the Form 10-K within the six-month period, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. 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.
The Company currently expects to file its Form 10-K within the next 30 days; however, there can be no assurance that the 2022 Form 10-K will be filed at such time. Reference is made to the Notification of Late Filing on Form 12b-25 filed by the Company with the SEC on March 16, 2023 (the “Form 12b-25”) reporting the Company required additional time to complete the Form 10-K due to several items related to its accounting for income taxes and leases. Although the Company has dedicated significant resources to the completion of its consolidated financial statements and related disclosures for inclusion in the Form 10-K, the Company was unable to file the Form 10-K prior to March 31, 2023, the end of the extension period provided by the Form 12b-25. As further described in Item 8.01 below, additional time is needed by the Company to complete the preparation of its consolidated financial statements, including the restatement of certain of its previously issued financial statements, before the Form 10-K can be filed.
On April 7, 2023, the Company issued a press release regarding receipt of the notice from the NYSE, among other items. The press release is attached hereto as Exhibit 99.1.
