epc-202002060001096752FALSE00010967522020-02-062020-02-06
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
Date of report (date of earliest event reported): February 6, 2020
EDGEWELL PERSONAL CARE COMPANY
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Missouri | 1-15401 | 43-1863181 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6 Research Drive, Shelton, Connecticut 06484
(Address of principal executive offices)
203-944-5500
(Registrant's telephone number, including area code)
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, par value $0.01 per share | EPC | New York Stock Exchange |
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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders (the “Annual Meeting”) on Thursday, February 6, 2020. Of the 54,300,084 shares outstanding and entitled to vote at the Annual Meeting, 50,165,818 shares were represented in person or by proxy, constituting a quorum.
The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1: Management's nominees for director were elected to serve until the Annual Meeting of Shareholders to be held in 2021 or until their respective successors are elected and qualified, by the votes set forth in the table below:
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Robert W. Black | 45,673,858 | | 792,979 | | 60,967 | | 3,638,014 | |
| George R. Corbin | 45,979,703 | | 379,006 | | 169,095 | | 3,638,014 | |
| Daniel J. Heinrich | 45,491,738 | | 959,820 | | 76,246 | | 3,638,014 | |
| Carla C. Hendra | 45,382,901 | | 1,063,435 | | 81,468 | | 3,638,014 | |
| R. David Hoover | 45,480,276 | | 970,744 | | 76,784 | | 3,638,014 | |
| John C. Hunter, III | 45,662,196 | | 790,165 | | 75,443 | | 3,638,014 | |
| James C. Johnson | 44,471,845 | | 1,980,960 | | 74,999 | | 3,638,014 | |
| Rod R. Little | 46,248,696 | | 201,921 | | 77,187 | | 3,638,014 | |
| Joseph D. O’Leary | 46,092,381 | | 358,198 | | 77,225 | | 3,638,014 | |
| Rakesh Sachdev | 45,636,253 | | 812,390 | | 79,161 | | 3,638,014 | |
| Gary K. Waring | 45,799,439 | | 653,110 | | 75,255 | | 3,638,014 | |
Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2020 was ratified by the shareholders by the votes set forth in the table below:
| | | | | | | | |
| For | Against | Abstain |
| 48,788,854 | 1,313,573 | 63,391 |
| | |
Proposal 3: The Company's executive compensation, as described in the Company's Proxy Statement, was approved by the non-binding advisory votes of the shareholders as set forth in the table below:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 35,576,421 | 10,844,515 | 106,868 | 3,638,014 |
Proposal 4: The Company's Amended and Restated 2018 Stock Incentive Plan, as described in the Company's Proxy Statement, was approved by the votes of the shareholders as set forth in the table below:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 42,324,334 | 1,574,038 | 2,629,432 | 3,638,014 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 101 | Cover page information from Edgewell Personal Care Company's Current Report on Form 8-K filed on February 10, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
EDGEWELL PERSONAL CARE COMPANY
By: /s/ Marisa B. Iasenza
Marisa B. Iasenza
Chief Legal Officer
Dated: February 10, 2020
