On March 7, 2013, Spectrum Brands Holdings, Inc. (the "Company") amended its Restated Certificate of Incorporation (the "Charter") pursuant to the filing of an Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate") with the Delaware Secretary of State. The amendment of the Charter, embodied in the Restated Certificate, dissolved the Special Nominating Committee of the Company's Board of Directors, which was responsible for identifying and nominating independent directors to serve on the Special Nominating Committee and to exercise certain approval rights in connection with specified related party and other transactions. As a result of the amendment embodied in the Restated Certificate, all references to the Special Nominating Committee have been eliminated from the Charter. The Restated Certificate was approved by the Company's stockholders at the Company's 2013 Annual Meeting of Stockholders (the "Annual Meeting") on March 1, 2013, and became effective on March 7, 2013 by the filing of the Restated Certificate with the Delaware Secretary of State. A detailed description of the background and reasons for the amendments effected by the Restated Certificate is set forth in the Company's Definitive Proxy Statement for the Annual Meeting dated January 22, 2013 (the "Proxy Statement") under the caption "Proposal 2: Amendment to Certificate of Incorporation to Dissolve Special Nominating Committee" which description is incorporated by reference herein. Moreover, the above description of the Restated Certificate is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 to this report on Form 8-K and is incorporated by reference herein.

In connection with the amendment of the Charter described above, effective March 7, 2013, the Company's Board of Directors amended the Amended and Restated By-Laws of the Company (the "Amended By-Laws") to eliminate all references to the Special Nominating Committee and its functions from the Amended By-Laws, and thereby coordinate the Amended By-Laws with the Restated Certificate. The above description of the Amended By-Laws is qualified in its entirety by reference to the full text of the Amended By-Laws, a copy of which is filed as Exhibit 3.2 to this report on Form 8-K and is incorporated by reference herein.

The Company held its Annual Meeting on March 1, 2013. Only holders of the Company's common stock at the close of business on January 14, 2013 (the "Record Date") were entitled to vote at the Annual Meeting. As of the Record Date, there were 52,094,497 shares of common stock entitled to vote. A total of 48,878,486 shares of common stock (93.83%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The stockholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the Proxy Statement. The final results of the votes regarding each proposal are set forth below.

Proposal 1: The Company's stockholders elected one Class III director to the Board to serve for a three-year term expiring at the 2016 annual meeting of stockholders. The votes regarding this proposal were as follows:

For Withhold Broker Non-Votes Norman S. Matthews 45,828,837 600,871 -

Proposal 2: The Company's stockholders approved the amendment of the Company's Charter, embodied in the Restated Certificate, to dissolve the Special Nominating Committee. The votes regarding this proposal were as follows:

For Against Abstain Broker Non-Votes 31,438,183 14,963,694 27,831 -

Proposal 3: The Company's stockholders ratified the selection of KPMG LLP as the Company's independent registered accounting firm for the fiscal year ended September 30, 2013. The votes regarding this proposal were as follows:

For Against Abstain Broker Non-Votes 48,681,521 169,773 27,192 -

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K.

       Exhibit No.   Description
           3.1       Amended and Restated Certificate of Incorporation of Spectrum
                     Brands Holdings, Inc., effective March 7, 2013
           3.2       Second Amended and Restated By-Laws of Spectrum Brands
                     Holdings, Inc., effective as of March 7, 2013