Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

–  Fourth consecutive year of organic growth⁽¹⁾; Consolidated net sales were $2.495 billion, up 38.8% from fiscal year 2018

–  Adjusted free cash flow of $256 million^(1),

–  Delivery of $18 million in synergy savings ahead of our outlook of $7.5 million for the year. We continue to expect to achieve over $100 million in synergies by the end of 2021.

Sincerely,

Patrick J. Moore

Alan R. Hoskins

Independent Chairman

Chief Executive Officer

See “Non-GAAP Financial Measures” in Appendix A.

NOTICE OF 2020 ANNUAL SHAREHOLDERS’ MEETING

MONDAY, JANUARY 27, 2020

8:00 A.M. CENTRAL TIME

ONLINE. Vote online at www. proxyvote.com.

BY PHONE. Vote by phone by calling (800) 690-6903

BY MAIL. If you have received a printed version of these
proxy materials, you may vote by mail.

IN PERSON. Attend our annual shareholders’ meeting and
vote by ballot

VOTING
RECOMMENDATION OF

THE BOARD

Election of the 11 director nominees named in this Proxy Statement

Ratification of selection of our independent registered public accounting firm for fiscal 2020

Advisory vote to approve executive compensation of our named executive officers

Approval of the Omnibus Incentive Plan

Leading with Innovation is Key to Success

•   Iconic brands consumers love

•   Customer-centric model

•   Shopper-based solutions

•   Innovation across the company

Effectively Executing Category Fundamentals with Excellence

•   Successful Integration

•   Category Expertise

•   Supply Chain Excellence

•   eCommerce Expertise

•   Strong Revenue Management

Continuous Improvements Drive Productivity Gains

•   Efficiency in all we do

•   Simplify, standardize and elevate

•   Continuous improvement

Scale in important markets;

Expansion of our portfolio, with a set of brands that make our core battery business even stronger and solidifies our #1 position ⁽¹⁾; and

State-of-the-art, domestic manufacturing and additional international capacity, providing us with opportunities for substantial cost savings and operational effectiveness.

Source: Nielsen Global Track Complete 12 Months Ending August 2019, NPD Total US RTS+RTSx 52 Weeks Ending 8.31.19

Energizer Holdings, Inc. 2019 Proxy Statement    i

  AQUIRED

  BATTERY/LIGHTS            

              ACQUIRED

              AUTO CARE  

Grew global category leadership and unlocked

operational efficiencies

•   Strengthened position in battery category

•   Extensive synergy opportunities

•   Expanded manufacturing footprint

•   Enhanced innovation capabilities

•   Acquired #1 or #2 brands in sub-categories including iconic Armor All^®

•   Awarded category captaincies

•   Expanded growth opportunities in the U.S. and abroad

•   Acquired state of the art manufacturing

Source: Nielsen Global Track Complete 12 Months Ending August 2019, NPD Total US RTS+RTSx 52 Weeks Ending 8.31.19

Net Sales were

_~ $2.5B

Organic Net Sales increased

4.1% ⁽¹⁾

Synergies of

$18M

SG&A of 20.7%

of net sales

Adjusted SG&A of

17.4% ⁽¹⁾ of

net sales

See “Non-GAAP Financial Measures” in Appendix A.

ii    Energizer Holdings, Inc. 2019 Proxy Statement

Patrick J. Moore

Independent Chairman

Age: 65

Director Since: 2015

Carlos Abrams-Rivera

Executive Vice President–Campbell Soup Company and President, Campbell Snacks

Age: 52

Bill G. Armstrong

Retired Executive Vice President and Chief

Operating Officer, Cargill Animal Nutrition

Age: 71

Director Since: 2015

Committees: Audit, Human Capital

Cynthia J. Brinkley

Retired Chief Administrative and Markets Officer, Centene Corporation

Age: 60

Director Since: 2015

Committees: Human Capital (Chair), Nominating and

Governance

Rebecca Frankiewicz

President, ManpowerGroup North America

Age: 48

Alan R. Hoskins

Chief Executive Officer, Energizer Holdings, Inc.

Age: 58

Director Since: 2015

Committee: Finance and Oversight

Kevin J. Hunt

Retired Chief Executive Officer and President,

Ralcorp Holdings, Inc.

Age: 68

Director Since: 2015

Committees: Finance and Oversight (Chair),

Human Capital

James C. Johnson

Retired General Counsel, Loop Capital Markets LLC

Age: 67

Director Since: 2015

Committee: Nominating and Governance (Chair)

John E. Klein

Retired President, Randolph College

Age: 74

Director Since: 2015

Committees: Audit, Finance and Oversight

Nneka L. Rimmer

Senior Vice President, Business Transformation,

McCormick & Company, Inc.

Age: 48

Director Since: 2018

Committees: Audit, Human Capital

Robert V. Vitale

President and Chief Executive Officer, Post

Holdings, Inc.

Age: 53

Director Since: 2017

Committees: Audit (Chair), Finance and

Oversight

SKILLS AND EXPERIENCES

Board experience and skills particularly valuable for effective oversight of Energizer at this time

–  Consumer Packaged Goods Industry

–  International

–  Human Capital Management

–  Innovation

–  Strategy

AGE

Average

Age

60.8,

as of 12-17-2019

    27%    

Women

27%

       Ethnically Diverse       

Energizer Holdings, Inc. 2019 Proxy Statement    iii

Nominating and Governance

Committee

•  Our Board Committees play a critical role in the oversight of our governance and strategy. To enhance the effectiveness of the Board’s oversight function, the Board separated the Human Capital Committee into a Nominating and Governance Committee, which oversees corporate governance and director nominations, and a Human Capital Committee which has responsibility for oversight of compensation, culture and human capital management

•  ESG: The Board codified its oversight over all environmental, social and governance issues in our charter for the Nominating and Governance Committee

•  Cybersecurity: Our Board reviews and discusses cybersecurity and information security risk quarterly, and in line with best practices our Board has amended its Audit Committee Charter to make explicit the Audit Committee’s responsibility for oversight of cybersecurity risk

Board Evaluation

Process

•  The Nominating and Governance Committee enhanced the annual evaluation process for the Board and its Committees

•  10 of 11 director nominees are independent; our Chief Executive Officer is the only management director

•  Our Audit, Human Capital and Nominating and Governance Committees are comprised solely of independent directors

Independent

Chairman

•  We have an Independent Chairman, selected by the independent directors

•  The Independent Chairman serves as liaison between management and the other independent directors

Executive

Sessions

•  Executive sessions of independent directors are scheduled at the end of each Board and Committee meeting

•  Added two new directors to the Board in the past two years

•  Nominated two additional new director candidates for the 2020 Annual Shareholders’ Meeting

•  Majority voting standard for all directors

•  Beginning in 2020, annual election of all directors

•  Active Board engagement in succession planning of executive officers

•  Commitment to Board refreshment and director succession

Ethics and

Compliance

•  From manufacturing quality products to meeting our customers’ needs, we work hard to be the best and play by the rules, while valuing every colleague and partner that makes up our team

iv    Energizer Holdings, Inc. 2019 Proxy Statement

Aggregate Pay

Package

•  Our aggregate pay packages are targeted at the 50th percentile for our peer group

•  25% related to each of adjusted free cash flow; adjusted net sales; adjusted SG&A as % of net sales; and adjusted operating profit

In fiscal 2019, we awarded restricted stock equivalents with a three-year vesting period.

•  70% of the award is performance-based and vests based only upon achievement of cumulative adjusted earnings per share and cumulative adjusted free cash flow as a percentage of adjusted net sales metrics

•  30% vests on the third anniversary of the grant if the recipient remains employed with the Company

Director

Compensation

•  In November 2019, the Board approved the elimination of the one-time grant of $200,000 to newly appointed directors and the per meeting fee of $1,500 for meetings in excess of six meetings/year and increased the annual restricted stock equivalent award grant to $145,000

Energizer Holdings, Inc. 2019 Proxy Statement    v

Energizer Holdings, Inc. 2019 Proxy Statement    1

Audit Committee

Members:

Bill G. Armstrong

John E. Klein

Nneka L. Rimmer

Robert V. Vitale (Chair)

Meetings in Fiscal 2019: 7

The Board has determined that each member of the Audit Committee is independent within the meaning of Energizer’s independence standards and applicable New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) rules and regulations, and Mr. Moore, who served on the Audit Committee until November 2018, and Mr. Vitale are audit committee financial experts.

•  Reviews internal auditing, accounting, financial reporting, internal control and risk management functions

•  Responsible for engaging and supervising our independent accountants, resolving differences between management and our independent accountants regarding financial reporting, pre-approving all audit and non-audit services provided by our independent accountants, and establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters

•  Reviews (i) management’s programs to identify, assess, manage, and mitigate significant enterprise risks of the Company, including both strategic and operational risks, and (ii) the Company’s risk management structures and practices, including cyber risk

•  Exercises oversight of the Company’s compliance program and internal audit, with direct access to the Company’s Chief Compliance Officer and VP, Internal Audit

Human Capital Committee

Members:

Bill G. Armstrong

Cynthia J. Brinkley (Chair)

Kevin J. Hunt

Nneka L. Rimmer

Meetings in Fiscal 2019: 6

The Board has determined that each member of the Human Capital Committee is independent within the meaning of Energizer’s independence standards and applicable NYSE and SEC rules and regulations.

Compensation Committee Interlocks and Insider Participation

No member of the Human Capital Committee is or has been an officer or employee of the Company or any of its subsidiaries. In addition, no member of the Human Capital Committee had any relationships with the Company or any other entity that require disclosure under the proxy rules and regulations promulgated by the SEC.

•  Oversight of the Company’s culture

•  Reviews and approves the Company’s executive compensation philosophy and its programs, policies and practices

•  Reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives and determines and approves the Chief Executive Officer’s compensation

•  Administers our 2015 Plan and grants equity-based awards, including performance-based awards, under the plan

•  Administers and approves performance-based awards under our executive officer bonus plan

•  Establishes performance criteria for performance-based awards and certifies as to their achievement

•  Oversees the development of succession plans for the Chief Executive Officer and other executive officers

•  Monitors management compensation and benefit programs and reviews principal employee relations policies

•  Assists the Board in reviewing the results of any shareholder advisory votes, or responding to other shareholder communications, that relate to executive officer compensation, and considers whether to make or recommend adjustments to the Company’s policies and practices as a result of such votes or communications

•  Reviews a report from management regarding potential material risks, if any, created by the Company’s compensation policies and practices

2    Energizer Holdings, Inc. 2019 Proxy Statement

Nominating and Governance Committee

Members:

Cynthia J. Brinkley

James C. Johnson (Chair)

W. Patrick McGinnis

J. Patrick Mulcahy

Meetings in Fiscal 2019: 0

The Nominating and Governance Committee was created in Fiscal 2019 and had its first meeting in Fiscal 2020.

The Board has determined that each member of the Nominating and Governance Committee is independent within the meaning of Energizer’s independence standards and applicable NYSE and SEC rules and regulations.

•  Oversight over environmental, social and governance risks

•  Subject to the terms of the Company’s governance documents, reviews, approves and recommends for Board consideration director candidates based on the director selection guidelines then in effect, and advises the Board with regard to the nomination or appointment of such director candidates

•  Periodically reviews and makes recommendations to the Board regarding the appropriate size, role and function of the Board

•  Develops and oversees a process for an annual evaluation of the Board and its committees

•  Recommends to the Board, as appropriate, the number, type, functions, and structure of committees of the Board, and the Chair of each such committee

•  Develops, updates as necessary and recommends to the Board corporate governance principles and policies

•  Administers our stock ownership guidelines

•  Conducts the annual self-assessment process of the Board and its committees

Finance and Oversight Committee

Members:

Alan R. Hoskins

Kevin J. Hunt (Chair)

John E. Klein

W. Patrick McGinnis

J. Patrick Mulcahy

Robert V. Vitale

Meetings in Fiscal 2019: 6

•  Reviews our financial condition, objectives and strategies, and acquisitions and other major transactions, including capitalization and debt and equity offerings, and capital expenditures

•  Reviews our annual business plan

•  Makes recommendations to the Board concerning financing requirements, our share repurchase program and dividend policy, foreign currency management and pension fund performance

•  Reviews casualty and liability insurance programs and requirements

•  Reviews performance of defined benefit plan investment managers and trustees and the investment objectives

Energizer Holdings, Inc. 2019 Proxy Statement    3

One of the Board’s primary responsibilities is to oversee the development of executive-level talent to successfully execute the Company’s strategy. Management succession is regularly discussed by the independent directors in executive session and with the Chief Executive Officer. The Board reviews candidates for all senior executive positions to confirm that qualified successor-candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of successor-candidates.

Our Independent Chairman oversees the process for the Chief Executive Officer succession and leads, at least annually, the Board’s discussion of Chief Executive Officer succession planning. Our Chief Executive Officer reviews with the Board development plans for successors of the other executive officer roles. Directors engage with potential Chief Executive Officer and executive officer talent at Board and Committee meetings and in less formal settings to enable directors to personally assess candidates. The Board reviews management succession in the ordinary course of business as well as contingency planning.

Interaction with executive officers at Board and  Board Committee  meetings and other Board events, including annual strategy planning meeting

Thorough succession planning meeting with the Human Capital

Committee at

least annually

Human Capital Committee monitors career development of executive officers

The Chief Executive Officer reviews performance of executive officers with the Human Capital

Committee

4    Energizer Holdings, Inc. 2019 Proxy Statement

Enhancements to the Board and Committee assessments process

Streamlining meeting materials to better highlight important information

Eliminating redundancy among Board Committees

Identifying a focused Board skills matrix from which to identify director candidates

Providing directors opportunities to engage with colleagues throughout the Company, to become better acquainted with top talent and senior leaders below our executive officer level

Allowing sufficient time during Board and committee meetings for discussion, debate, in-depth reviews, and executive sessions

Current and former Board members,

Third-party search firms, and

Shareholders and other stakeholders.

Energizer Holdings, Inc. 2019 Proxy Statement    5

Total Fiscal 2019 Shareholder Outreach

>65% of Shares Outstanding

6    Energizer Holdings, Inc. 2019 Proxy Statement

Board of Directors

Human Capital

Committee

Finance and
Oversight
Committee

Nominating and
Governance
Committee

•  Strategic risks

•  Independence of the Company’s risk management functions

•  Cybersecurity

•  Internal and external fraud

•  Financial reporting risk

•  Expense risk

•  Oversight of internal audit and compliance functions

•  Oversight of the Company’s risk management structures and practices

•  Culture

•  Compensation and benefits risk

•  Talent risk

•  CEO and Executive Officer management performance and succession planning

•  Market risk

•  Insurance risk

•  Liquidity risk

•  Credit risk

•  Board governance and practices

•  Environmental, social and governance risks

Energizer Holdings, Inc. 2019 Proxy Statement    7

Senior Management

The Executive Risk Committee is made up of members of the executive management team and sets the tone and direction for the risk management program. The Executive Risk Committee provides oversight to the risk management process, ensures adequate focus on high priority risks, reviews Risk Subcommittee reports, and receives updates on significant compliance investigations worldwide. Annually, the Executive Risk Committee meets with the Risk Sub-committee to discuss the most significant identified risks and ensure appropriate mitigation actions are being taken.

The Executive Risk Committee reports directly to the Audit Committee and advises the Audit Committee on a quarterly basis regarding the Company’s risk management structure and practices, as well as management’s programs to identify, assess, manage, and mitigate significant enterprise risks of the Company. The Audit Committee, in turn, reports to our Board. The Executive Risk Committee also presents directly to the Board with regard to these matters on an annual basis.

Risk

Subcommittee

The Risk Subcommittee is made up of a cross functional team of emerging leaders that are one to three organizational levels below our senior executives who can provide a perspective on the practical implementation of our compliance and risk management programs. The purpose of the Risk Subcommittee is to:

•  establish the risk management process;

•  identify and evaluate risks based on both their perceived impact on our Company and likelihood of occurrence, which include, among others, economic, industry, enterprise, operational, compliance and financial risks;

•  identify and verify actions that would reasonably mitigate risks;

•  verify the results of the risk analysis and mitigation efforts with the appropriate levels of management; and

•  ensure regulatory and compliance issues are being addressed.

The Risk Subcommittee reports directly to and provides quarterly reports to the Executive Risk Committee.

8    Energizer Holdings, Inc. 2019 Proxy Statement

Reducing the impact of our
Company and products on the
environment

Safety – of our communities,
colleagues and products – is
important to us

Our efforts support the financial
health of the company and
reduce  risk

–   Long history of leading environmentally responsible standards – in the 1970s our wastewater effluent standards became the model for the U.S. EPA; led the industry in eliminating mercury and cadmium from household batteries in the 1990s

–   By working with third-party recycling companies, we divert millions of pounds annually from landfills

–   Sites in Asheboro, North Carolina are now approaching landfill-free

–   Work to educate consumers on making smarter choices and maximizing efficiency

–   Involvement in programs like “change your clock, change your battery” and emergency preparation programs

–   First to voluntarily develop coin lithium battery packaging that complies with child-resistant packaging standards

–   Three of our North American worksites have been recognized by OSHA for safety programs, colleague engagement and low injury rates; these same programs are used globally

–   Providing opportunities for colleagues to participate in colleague-led grassroots programs and volunteer efforts are part of our recruitment and retention program

Corporate Secretary

Energizer Holdings, Inc.

533 Maryville University Drive

St. Louis, MO 63141

Energizer Holdings, Inc. 2019 Proxy Statement    9

10    Energizer Holdings, Inc. 2019 Proxy Statement

are independent

are current and former Chief Executive Officers

have international experience

have served on another public company board in the last five years

have consumer packaged goods experience

are women

are ethnically diverse

represent diverse backgrounds and viewpoints;

have served as senior leaders in the areas of operations, finance, corporate development, legal, technology and human capital;

have proven leadership skills; and

strengthen our Board’s oversight capabilities by providing historical and new perspectives about our Company.

Energizer Holdings, Inc. 2019 Proxy Statement    11

PROPOSAL

1

Resolution to Elect Directors

✓ The Board recommends a vote FOR this proposal.

Age: 52

Independent Director

Mr. Abrams-Rivera has served as Executive Vice President of Campbell Soup Company, a multi-national food company, since November 2019 and as President of Campbell Snacks, a $4 billion business since 2018. Mr. Abrams-Rivera joined Campbell Soup Company in 2015 as President of Pepperidge Farm where he led the turnaround of the business and the strategic work to develop the Company’s snack strategy and the acquisition of Snyder’s Lance, Inc. Mr. Abrams-Rivera previously spent 21 years in leadership roles with the business that is today known as Mondelēz International, which encompasses the former Kraft Foods global snack and food brands. His prior roles included President of Gum & Candy for Mondelēz Latin America and President of Mondelēz Mexico.

Skills and Experience:

•  Business Operations

•  Consumer Packaged Goods

•  International

•  M&A

•  Marketing/Sales

•  Strategy

Mr. Abrams-Rivera’s rich international experience, strong consumer packaged goods background and expertise in launching new products, brand-building, marketing and partnership with customers across sales channels provides a perspective needed for long-term shareholder value.

12    Energizer Holdings, Inc. 2019 Proxy Statement

Age: 71

Independent Director

Energizer Committees:

Audit

Human Capital Committee

Director Since 2015

Mr. Armstrong is a private equity investor. From 2001 to 2004, Mr. Armstrong served as Executive Vice President and Chief Operating Officer at Cargill Animal Nutrition. Prior to his employment with Cargill, Mr. Armstrong served as Chief Operating Officer of Agribrands International, Inc., an international agricultural products business, and as Executive Vice President of Operations of the international agricultural products business of Ralston Purina Company. He also served as managing director of Ralston’s Philippine operations, and during his tenure there, was a director of the American Chamber of Commerce.

Skills and Experience:

•  Financial Literacy

•  Public Company Experience

•  Business Operations

•  Consumer Packaged Goods

•  International

•  Marketing/Sales

•  Consumer Packaged Goods Experience

As a result of Mr. Armstrong’s international and operational background, as well as his extensive experience with corporate transactions, he provides a global perspective to the Board, which has become increasingly important as our international operations represent a significant portion of our annual sales.

Age: 60

Independent Director

Energizer Committees:

Human Capital Committee (Chair)

Nominating and
Governance Committee

Other Public Company Board:

•  Ameren Corporation

Director Since 2015

Ms. Brinkley was Chief Administrative and Markets Officer for Centene Corporation, a government services managed care company from June 2018 until February 2019. Ms. Brinkley served as President and Chief Operating Officer of Centene from November 2017 until June 2018, Executive Vice President, Global Corporate Development of Centene from January 2016 until November 2017 and as Executive Vice President, International Operations and Business Integration of Centene from November 2014 until January 2016. At Centene, Ms. Brinkley had responsibility for overseeing global corporate development, integration and international operations. Prior to joining Centene in 2014, Ms. Brinkley was Vice President of Global Human Resources for General Motors from 2011 to 2013. Prior to GM, she was Senior Vice President of Talent Development and Chief Diversity Officer for AT&T from 2008 to 2011. Ms. Brinkley worked for SBC Communications from 1986 to 2008, lastly as President of SBC / AT&T Missouri, when SBC Communications acquired AT&T.

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  Business Operations

•  M&A/Capital Markets

•  Public Relations

•  Human Capital Management

Ms. Brinkley brings significant experience in communications and human capital management as well as extensive experience as a senior executive at Fortune 10 and Fortune 200 companies to our Board of Directors and provides the Board with a unique perspective on high-profile issues facing our core businesses.

Energizer Holdings, Inc. 2019 Proxy Statement    13

Age: 48

Independent Director

In 2017, Ms. Frankiewicz joined ManpowerGroup, a world leader in innovative workforce solutions, as the President of ManpowerGroup North America, a $3 billion segment comprised of 4,000 employees and 11,000 clients. Before joining ManpowerGroup, Ms. Frankiewicz held a variety of different roles, including leading Quaker Foods North America for PepsiCo. She held roles in innovation, strategy, marketing/sales and finance functions at PepsiCo from 2006 to 2017. Prior to PepsiCo, Ms. Frankiewicz served as a consultant at Deloitte Consulting and Andersen Consulting and began her career at Procter & Gamble Company.

Skills and Experience:

•  Business Operations

•  Consumer Packaged Goods

•  Marketing/Sales

•  Innovation

•  Strategy

•  Human Capital Management

Ms. Frankiewicz’ extensive senior leadership experience advising international consumer goods companies on complex management and strategy matters provides unique perspective and expertise to the board’s strategic planning process. Additionally, Ms. Frankiewicz’ leadership role at one of the leading global workforce solutions companies provides the Board with insight on human capital management challenges, including recruitment, retention and inclusion and diversity.

Age: 58

Energizer Committee:

Finance and Oversight Committee

Director Since 2015

Mr. Hoskins has been Chief Executive Officer of Energizer Holdings, Inc. since July 2015. Prior to his current position, he served as President and Chief Executive Officer, Energizer Household Products of our former parent company, a position he held since April 2012. Mr. Hoskins held several leadership positions including Vice President, Asia-Pacific, Africa and Middle East from 2008 to 2011, Vice President, North America Household Products Division from 2005 to 2008, Vice President, Sales and Trade Marketing from 1999 to 2005, and Director, Brand Marketing from 1996 to 1999. He started his career at Union Carbide in 1983 following several years in the retailer, wholesaler and broker industry.

Skills and Experience:

•  Strategy

•  Business Operations

•  Consumer Packaged Goods

•  Public Relations

•  International

•  Marketing/Sales

•  Consumer Packaged Goods Experience

•  Retail Industry

•  Analytics

Mr. Hoskins is very knowledgeable about the dynamics of our business and the categories in which we compete. His experience with the complex financial and operational issues of consumer products businesses brings critical financial, operational and strategic expertise to our Board of Directors.

14    Energizer Holdings, Inc. 2019 Proxy Statement

Age: 68

Energizer Committees:

Finance and Oversight Committee (Chair)

Human Capital Committee

Other Public Company Board:

•  Clearwater Paper Company

.

Director Since 2015

Mr. Hunt served as President and Chief Executive Officer of Ralcorp Holdings, Inc., a private-brand food and food service products company, from January 2012 to January 2013 upon its acquisition by ConAgra Foods, Inc. Mr. Hunt previously served as Co-Chief Executive Officer and President of Ralcorp Holdings from 2003 to 2011 and Corporate Vice President from 1995 to 2003. Prior to joining Ralcorp Holdings, he was Director of Strategic Planning for Ralston Purina and before that he was employed in various roles in international and domestic markets and general management by American Home Products Corporation.

He currently serves as a Senior Advisor to C.H. Guenther & Son Inc. and previously served as a consultant to Treehouse Foods and on the advisory Board of the Vi-Jon Company, owned by Berkshire Partners. Mr. Hunt also serves on the Board of Directors of the American Youth Foundation.

Skills and Experience:

•  Executive Management

•  Business Operations

•  Consumer Packaged Goods

•  International

•  M&A/Capital Markets

•  Marketing/Sales

•  Human Capital Management

As a former Chief Executive Officer and President of a NYSE-listed company, Mr. Hunt brings his considerable experience to our Board and the Committees thereof on which he serves.

Age: 67

Independent Director

Energizer Committee: Nominating and Governance Committee (Chair)

Other Public Company Boards:

•  Ameren Corporation

•  Hanesbrands Inc.

•  Former parent company, Edgewell Personal Care Company

Director Since 2015

Mr. Johnson served as General Counsel of Loop Capital Markets LLC, a financial services firm, from November 2010 until his retirement in January 2014. From 1998 to 2009, Mr. Johnson served in a number of positions at The Boeing Company, an aerospace and defense firm, including Vice President, Corporate Secretary and Assistant General Counsel from 2003 until 2007, and Vice President and Assistant General Counsel, Commercial Airplanes from 2007 to his retirement in March 2009. In February 2018, Mr. Johnson completed the NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, demonstrating his commitment to board-level cyber-risk oversight.

Skills and Experience:

•  Public Company Experience

•  M&A/Capital Markets

•  Corporate Governance

•  Human Capital Management

•  Legal/Regulatory

•  Risk Management/Compliance

As a former General Counsel of a financial services firm and a former Vice President, Corporate Secretary and Assistant General Counsel of an aerospace and defense firm, Mr. Johnson provides our board with extensive executive management and leadership experience, as well as strong legal, compliance, risk management, corporate governance and compensation skills.

Energizer Holdings, Inc. 2019 Proxy Statement    15

Age: 74

Independent Director

Energizer Committees:

Audit Committee

Finance and Oversight Committee

Past Public Company Boards:

•  Embrex, Inc.

•  Former parent company, Edgewell Personal Care Company

Director Since 2015

Mr. Klein served as President of Randolph College from 2007 to 2013. Previously, Mr. Klein served as Executive Vice Chancellor for Administration, Washington University in St. Louis from 2004 to 2007. From 1985 to 2003, Mr. Klein served as President and Chief Executive Officer, Bunge North America, Inc. Prior to his appointment as Chief Executive Officer, he served in various senior executive positions for Bunge North America, and earlier in his career, in a variety of positions internationally for Bunge, Ltd.

Mr. Klein earned a law degree and practiced law in New York City for several years before joining Bunge Ltd. He is also a Trustee of the American University of Paris.

Skills and Experience:

•  Financial Literacy

•  Business Operations

•  Corporate Governance

•  Legal/Regulatory

•  Human Capital Management

•  Risk Management/Compliance

Mr. Klein has significant executive management and administrative experience in agribusiness and higher education and brings the benefits of his diverse legal, international, operational and administrative background and experience to our Board.

Age: 65

Other Public Company Board:

•  Archer Daniels Midland Company

Past Public Company Boards:

•  Exelis, Inc.

•  Rentech, Inc.

Director Since 2015

Mr. Moore has served as the Company’s Chairman since November 2018. He is also President and Chief Executive Officer of PJM Advisors, LLC, a private equity investment and advisory firm. Prior to PJM, Mr. Moore served as Chairman and Chief Executive Officer of Smurfit-Stone Container Corporation, a leader in integrated containerboard and corrugated package products and paper recycling, from 2002 to 2011 upon its acquisition by RockTenn Company.

During his 24-year tenure at Smurfit, Mr. Moore also served as Chief Financial Officer, Vice President—Treasurer and General Manager of the Company’s Industrial Packaging division. Smurfit-Stone Container Corp voluntarily filed for Chapter 11 bankruptcy in January 2009 and emerged in June 2010. Mr. Moore previously held positions in corporate lending, international banking and corporate administration at Continental Bank in Chicago. He is on the board of Archer Daniels Midland Company and serves as Chairman of the North American Review Board of American Air Liquide Holdings, Inc.

Skills and Experience:

•  Financial Expertise

•  Business Operations

•  M&A/Capital Markets

•  Corporate Governance

•  Public Relations

•  Consumer Packaged Goods

•  Risk Management/Compliance

•  Strategy

Mr. Moore’s experience and financial expertise contribute to the oversight of overall financial performance and reporting by our Board as well as operational and strategic oversight.

16    Energizer Holdings, Inc. 2019 Proxy Statement

Age: 48

Independent Director

Energizer Committees:

Audit Committee

Human Capital Committee

Director Since 2018

Ms. Rimmer is Senior Vice President, Business Transformation at McCormick & Company, Inc., a global leader in flavor, seasonings and spices, where she is responsible for shaping overall corporate strategies and leading the delivery of strategic business enablers and value-producing business services across the company. Ms. Rimmer provides strategic direction for mergers and acquisitions and is responsible for shaping the corporate-wide portfolio strategy. In addition, she oversees McCormick’s Global Enablement, Information Technology, Corporate Development and Corporate Strategy Teams.

Prior to joining McCormick in 2015, Ms. Rimmer was a Partner and Managing Director with the Boston Consulting Group. While at Boston Consulting Group for 13 years, she executed large-scale transformation initiatives working with large, global consumer goods corporations. Her areas of strategic expertise include trade, competition, international growth, go-to-market as well as organizational development. Ms. Rimmer also serves as a Trustee of the University of Baltimore Foundation.

Skills and Experience:

•  M&A/Capital Markets

•  Financial Literacy

•  Information Technology

•  Human Capital Management

•  Consumer Packaged Goods

•  Retail Industry

•  E-Commerce

•  Analytics

•  Innovation

Ms. Rimmer brings to the Company significant brand-building expertise. Her current and prior executive leadership roles enable her to provide valuable contributions with respect to creativity and vision for long-term growth. Ms. Rimmer’s extensive consumer products background allow her to contribute valuable insights regarding the Company’s industry, operations, and strategy.

Age: 53

Independent Director

Energizer Committees:

Audit Committee (Chair)

Finance and Oversight Committee

Other Public Company Boards:

•  Post Holdings, Inc.

•  BellRing Brands, Inc.

Director Since 2017

Mr. Vitale has served as President and Chief Executive Officer of Post Holdings, Inc. since 2014. Post is a consumer packaged goods holding company operating in the center-of-the store, food service, food ingredient, refrigerated convenient nutrition and private brand food categories. Rob joined Post in 2011 as its Chief Financial Officer.

Prior to joining Post, Rob led AHM Financial Group, LLC (2006-2011), an insurance brokerage and wealth management firm, and was a partner in Westgate Equity Partners, LLC, a consumer products private equity firm (1996-2006). He managed Corporate Finance at Boatmen’s Bancshares (1994-1996) and started his career at KPMG in 1987.

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  M&A/Capital Markets

•  Financial Literacy / Expertise

•  Consumer Packaged Goods

•  International

•  Corporate Governance

Energizer Holdings, Inc. 2019 Proxy Statement    17

Annual retainer

Fee for each Board meeting in excess of six (6) meetings

Fee for each Committee meeting in excess of six (6) meetings

18    Energizer Holdings, Inc. 2019 Proxy Statement

B.G. Armstrong

C.J. Brinkley

K.J. Hunt

J.C. Johnson

J.E. Klein

W.P. McGinnis

P.J. Moore

J.P. Mulcahy

N.L. Rimmer

R.V. Vitale

This column reflects retainers and meeting fees earned during fiscal 2019.

For all directors this column reflects the aggregate grant date fair value, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718, of the restricted stock equivalent award on January 2, 2019 under our 2015 Plan valued at approximately $110,000 as described in the narrative above. The award was valued based on the grant date fair value of $44.72.

The number of vested but deferred stock equivalents held by a director as of September 30, 2019 is as follows: Ms. Brinkley, 5,589; Mr. Johnson, 16,341; Mr. Klein, 22,941; Mr. Moore, 13,449; Mr. Mulcahy, 20,508 and Mr. Vitale, 3,259.

No options were granted to directors in fiscal year 2019. There were no outstanding shares of underlying stock options held by any director as of September 30, 2019.

Directors may also, from time to time during the fiscal year, be provided with samples of our products, with an incremental cost of less than $50.

The following items are not considered perquisites and are not included within the above disclosure of director compensation:

The directors are covered under the terms of our general directors’ and officers’ liability insurance policies, the premiums for which are a general expense of the Company—we do not obtain a specific policy for each director, or for the directors as a group.

We provide transportation and lodging for out-of-town directors attending Board and Committee meetings at our headquarters.

The directors may make requests for matching contributions to charitable organizations from the Energizer charitable foundation, which we have funded from time to time, and the directors of that foundation, all of whom are colleagues of the Company, have determined to honor such requests which are in accordance with the charitable purpose of the foundation, and which do not exceed $5,000 in any year. All contributions are made out of the funds of the foundation and are not made in the name of the requesting director.

Energizer Holdings, Inc. 2019 Proxy Statement    19

Audit Committee members’ assessment of PwC’s performance

Management’s assessment of PwC’s performance

PwC’s independence and integrity

PwC’s fees and the quality of services provided to the Company

PwC’s global capabilities and knowledge of our global operations

PROPOSAL

2

Ratification of Selection of our Independent Registered Public Accounting Firm for Fiscal 2020

✓ The Board recommends a vote FOR this proposal.

20    Energizer Holdings, Inc. 2019 Proxy Statement

  Fees Paid to PwC

  (in thousands)

Audit Fees

Audit-Related Fees

Tax Fees:

Tax Compliance / Preparation

Other Tax Services

Total Tax Fees

All Other Fees

TOTAL FEES

Audit Fees: These are fees for professional services performed by PwC for the audit of our annual financial statements and review of financial statements included in our Form 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements. Our audit Fees for fiscal 2019 increased significantly in connection with the audit services performed in connection with the Acquisitions.

Audit-Related Fees: These are fees for assurance and related services performed by PwC that are reasonably related to the performance of the audit or review of our financial statements.

Tax Fees: These are fees for professional services performed by PwC with respect to tax compliance, tax advice and tax planning. This includes preparation of original and amended tax returns for the Company and our consolidated subsidiaries; refund claims; payment planning; and tax audit assistance.

Energizer Holdings, Inc. 2019 Proxy Statement    21

The Audit Committee of the Company’s Board of Directors consists entirely of non-employee directors that are independent, as defined in Section 303A.02 of the NYSE Listed Company Manual.

The Audit Committee is responsible for the duties set forth in its charter, but is not responsible for preparing the financial statements, implementing or assessing internal controls or auditing the financial statements. Management is responsible for the Company’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing a report thereon. The Committee’s responsibility is to monitor and oversee these processes.

As part of its oversight of the Company’s financial statements, the Committee reviews and discusses with both management and the Company’s independent registered public accountants, PricewaterhouseCoopers LLP (“PwC”), all annual and quarterly financial statements prior to their issuance. With respect to the Company’s audited financial statements for the Company’s fiscal year ended September 30, 2019, management of the Company has represented to the Committee that the financial statements were prepared in accordance with generally accepted accounting principles. The Committee has reviewed and discussed those financial statements with management and PwC, including a discussion of critical accounting policies, the quality, not just the acceptability, of the accounting principles followed, the reasonableness of significant judgments reflected in such financial statements and clarity of disclosures in the financial statements. The Audit Committee has also discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

In fulfilling its oversight responsibilities for reviewing the services performed by Energizer’s independent registered public accountants, the Audit Committee retains sole authority to select, evaluate and replace the outside auditors, discuss with the independent registered public accountants the overall scope of the annual audit and the proposed audit fees, and annually evaluates the qualifications, performance and independence of the independent registered public accountants and its lead audit partner. Annually the Audit Committee oversees a process to assess the performance of the auditor and utilizes the results of that assessment when considering their reappointment. The Committee also annually discusses PwC’s internal quality review process and the PCAOB’s inspection report on PwC, as well as the results of any internal quality reviews or PCAOB inspections of key engagement team members. In accordance with SEC rules, lead audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to the Company. For lead and concurring partners, the maximum number of consecutive years of service is five years. The process for selection of the Company’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Committee and with management.

The Audit Committee has received the written disclosures from PwC required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), as modified or supplemented, and has discussed the independence of PwC with members of that firm. In doing so, the Committee considered whether the non-audit services provided by PwC were compatible with its independence. In fiscal 2019, the Audit Committee met seven times with the internal auditors and PwC, with and without management present, to discuss the results of their examination, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In addition, the Audit Committee reviewed key initiatives and programs aimed at maintaining the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing internal audit department staffing levels and steps taken to maintain the effectiveness of internal procedures and controls.

Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements for the fiscal year ended September 30, 2019 be included in the Company’s Annual Report on Form 10-K for that year and has selected PwC as the Company’s independent registered public accountants for fiscal year 2020.

Submitted by the Audit Committee members of the Board:

Robert V. Vitale — Chair

Bill G. Armstrong

John E. Klein

Nneka L. Rimmer

22    Energizer Holdings, Inc. 2019 Proxy Statement

PROPOSAL

3

Advisory Resolution to Approve Executive Compensation (Say on Pay)

✓ The Board recommends a vote FOR this proposal.

Energizer Holdings, Inc. 2019 Proxy Statement    23

Ms. Boss announced her intention to retire from the Company on November 11, 2019.

24    Energizer Holdings, Inc. 2019 Proxy Statement

YEARS OF CONTINUED

ORGANIC REVENUE GROWTH⁽¹⁾

RETURNED TO SHAREHOLDERS

THROUGH DIVIDEND PAYMENTS

SINCE SPIN-OFF

RETURNED TO SHAREHOLDERS

THROUGH SHARE REPURCHASES

SINCE THE YEAR

OF THE SPIN-OFF

1  

Lead with Innovation

2  

Operate

with

Excellence

3  

Drive Productivity Gains

We aim to lead with innovation

supported by smart brand-building

investments to drive long-term

growth and consumer connections

to our products

We aim to operate with excellence by

focusing on and investing in core category fundamentals such as visibility, distribution and revenue management to drive growth in our brands and create value in our categories

We aim to drive incremental growth through our global distribution footprint and productivity gains to reduce costs and maximize efficiency to ensure we have adequate reinvestment in our business to deliver future growth

Non-GAAP reconciliation can be found in Appendix A.

Energizer Holdings, Inc. 2019 Proxy Statement    25

We plan to adopt double-trigger equity vesting upon a change of control for all future awards on the approval of our Omnibus Incentive Plan (See Proposal 4).

In connection with our acquisitions, targets for fiscal 2019 short-term incentive awards and for two existing grants of long-term incentive awards were revised to reflect our operating plan and growth expectations. These aggressive profitability targets were expected to be achieved while continuing to make strategic investments in brand development, innovation and research and development.

In January 2019, we issued:

•  5.3 million shares of common stock to Spectrum in connection with the acquisition of the global auto care business

•  4.7 million shares of common stock in a public offering

•  2.2 million shares of Series A Mandatory Convertible Preferred Stock that will convert automatically on the mandatory conversion date, which is expected to be January 15, 2022, into between 1.7892 and 2.1739 shares of common stock, per share of preferred stock, subject to certain anti-dilution and other adjustments

The stock issuances had an impact on our Cumulative Adjusted Earnings per Share metric which is one of the metrics for our performance-based equity awards. Additional information on our equity issuances can be found in our filings with the SEC.

26    Energizer Holdings, Inc. 2019 Proxy Statement

✓   Pay for performance, with approximately 60% of our executive officers’ total compensation performance-based

✓   Establish threshold, target and maximum awards under our annual and long-term incentive programs

✓   Use balanced performance metrics for annual and long-term incentive programs

✓   Use rigorous goal setting aligned to our externally disclosed annual and multi-year targets

✓   Have stock ownership requirements for our executive officers

✓   Limit perquisites to items that serve a reasonable business purpose

✓   Closely monitor risks associated with our compensation programs and individual compensation decisions

✓   Have a clawback policy for all incentive compensation earned by our executive officers

×   Pay tax gross-ups on any compensation

×  Allow speculative trading, hedging or pledging transactions by our colleagues

×  Enter into employment agreements with our executive officers

×  Provide executive officer severance payments and benefits exceeding 2x salary and annual incentive award

×   Guarantee salary increases

Energizer Holdings, Inc. 2019 Proxy Statement    27

What We Believe

What We’ve Done

Compensation methods should be transparent, provide a clear link between performance metrics and Company strategy and minimize perquisites

•  Used straightforward annual and long-term incentive plan metrics that are directly tied to business performance

•  Froze pension accruals

•  Limited the use of all perquisites (<.001% of total compensation for executive officers in fiscal 2019)

The interests of our executive officers should be aligned with those of our shareholders

•  Provided approximately 58% of our executive officers’ total compensation as performance-based pay

•  Adopted a clawback policy, anti-hedging and pledging policy and stock ownership requirements

Components of compensation should complement each other and offset risk of overemphasis on any one metric or time period

•  Used a combination of pay elements that reward achievement of objectives across annual and long-term time periods

•  Balanced annual and long-term incentive plans to drive results in the short term without sacrificing long-term value creation

28    Energizer Holdings, Inc. 2019 Proxy Statement

Description

Driving Shareholder Value

How it Pays

Base Salary

Determined based on job scope,

experience, market comparable

positions and operating results

Provides fixed income to

attract and retain top talent

Semi-monthly cash payment

through fiscal 2019

Annual Incentive Program

Provides short-term variable

pay for performance

Motivates executives to achieve the

Company’s annual strategic and

financial goals

Single cash payment in

November 2019

Long-Term Incentive Program

We use two programs to ensure a strong link between incentive compensation opportunities and longer-term objectives:

Restricted stock awards that

vest only on achievement of

pre-determined performance targets

with a three-year vesting period

Represents 70% of equity award

Rewards achievement of long-term

growth goals and creation of

shareholder value

Vests upon the achievement of

specific metrics over three-year

performance period

Time-based stock awards that

track stock price performance

over a three-year vesting period

Represents 30% of equity award

Promotes long-term retention and

supports stock ownership and

alignment with shareholders

Vests upon the three-year

anniversary of grant date

Retirement and Other Benefit Plans

Retirement and other benefit plans

sponsored by the Company on the

same terms and conditions applicable

to all eligible colleagues

Provide retirement and other

benefits to attract and retain

top talent

In accordance with the

terms of the plans

Energizer Holdings, Inc. 2019 Proxy Statement    29

Stock Ownership Requirements

Chief Executive Officer

5x base salary

All Other Executive Officers

3x base salary

investing or trading in market-traded options on Energizer securities—i.e., puts and calls;

purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to profit from, hedge or offset any change in the market value of equity securities (1) granted to the director, officer or colleague by Energizer as part of the compensation of the colleagues or member of the Board of Directors; or (2) held, directly or indirectly, by the director, officer or colleague;

purchasing Energizer securities on margin, pledging Energizer securities, or holding Energizer securities in margin accounts;

engaging in “short-sales” of Energizer securities—i.e., selling Energizer stock not owned at the time of the sale; and

speculating on relatively short-term price movements of Energizer securities—i.e., engage in a purchase and sale of Energizer stock within a short period of time.

Company performance, including financial and non-financial measures

The manner in which results are achieved, adherence to risk policies, and the quality of earnings

Year-over-year performance

Company performance relative to our executive compensation peer group

30    Energizer Holdings, Inc. 2019 Proxy Statement

US-based, publicly traded consumer packaged goods company with “brand identity”

Similar revenue

Similar number of employees

Global company

The Clorox Company

Spectrum Brands Holdings, Inc.

Hasbro Inc.

Central Garden & Pet Co.

The Scotts Miracle-Gro Company

Tupperware Brands Corporation

Church & Dwight Inc.

Revlon, Inc.

Helen of Troy Ltd.

Lancaster Colony Corporation

Hain Celestial Group, Inc.

Monster Beverage Corporation

Post Holdings, Inc.

Energizer Holdings, Inc. 2019 Proxy Statement    31

    Company Revenue    

(in millions)

    Employees    

 75^th Percentile

4,363

9,450

 50^th Percentile

3,156

5,600

 25^th Percentile

2,186

3,950

 Energizer

2,495

7,500

Individual Performance

Company Performance

Market Practices

Analysis of the Chief Executive Officer’s performance against performance goals approved by the Human Capital

Committee, the effectiveness of his

leadership, and his experience

Returns to shareholders

As provided by the independent compensation consultant

Fall

•  Annual CEO performance assessment

•  Annual update on Annual and Long-Term Incentive Program metrics and performance

•  Review of executive compensation and regulatory environment trends

•  Approve executive pay

•  Review compensation risk assessment

•  Approve compensation plan

Winter

•  Quarterly review of CEO performance assessment

•  Quarterly update on Annual and Long-Term Incentive Program metrics and performance

•  Planning for annual compensation risk assessment and approach

•  Review of compensation guidelines of institutional shareholders and proxy advisors

•  Annual review of Change of Control benefits

Spring and Summer

•  Quarterly review of CEO performance assessment

•  Quarterly update on Annual and Long-Term Incentive Program metrics and performance

•  Executive Compensation peer group analysis

32    Energizer Holdings, Inc. 2019 Proxy Statement

Primary Elements of our Executive Compensation Program

•  Base Salary

•  Annual Incentive Program

•  Long-Term Incentive Program

–  Performance Share Awards

–  Time-Based Restricted Share Awards

•  Retirement and Other Benefits

A.R. Hoskins

M.S. LaVigne

T.W. Gorman

G.T. Kinder