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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): January 30, 2023
_____________________________________________________________________________________
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
| Missouri | | 1-36837 | | 36-4802442 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
533 Maryville University Drive
St. Louis, Missouri 63141
(Address of principal executive offices)
Registrant’s telephone number, including area code: (314) 985-2000
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 $.01 per share | ENR | 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 (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))
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)
As described in Item 5.07 below, on January 30, 2023, Energizer Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). The Energizer Holdings, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) was adopted by the Board of Directors of the Company (the “Board”) on November 7, 2022, subject to and effective upon the approval of the Company’s shareholders. At the Annual Meeting, the Company’s shareholders approved the 2023 Plan. No new awards will be granted under the Energizer Holdings, Inc. Omnibus Incentive Plan (the “2020 Plan”), though the terms of the 2020 Plan will continue to govern all awards previously granted under the 2020 Plan.
The principal terms of the 2023 Plan are described further in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on December 15, 2022 (“Proxy Statement”) under the caption “Proposal 4 – Approval of the 2023 Omnibus Incentive Plan – Summary of the 2023 Plan”, which description is incorporated herein by reference. The summary of the 2023 Plan contained herein and in the Company’s Proxy Statement is qualified by reference to the full text of the 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting on January 30, 2023. At the Annual Meeting, of the 71,405,885 shares outstanding and entitled to vote, 66,964,369 were represented, 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 Shareholders’ Meeting to be held in 2024, or until their respective successors are elected and qualified, by the votes of the shareholders set forth in the table below:
| | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Carlos Abrams-Rivera | 59,384,187 | | 412,568 | | 183,282 | | 6,984,332 | |
| Cynthia J. Brinkley | 59,349,190 | | 516,560 | | 114,287 | | 6,984,332 | |
| Rebecca D. Frankiewicz | 59,503,818 | | 359,098 | | 117,121 | | 6,984,332 | |
| Kevin J. Hunt | 59,373,329 | | 420,494 | | 186,214 | | 6,984,332 | |
| James C. Johnson | 59,190,753 | | 599,261 | | 190,023 | | 6,984,332 | |
| Mark S. LaVigne | 59,559,649 | | 234,154 | | 186,234 | | 6,984,332 | |
| Patrick J. Moore | 59,447,328 | | 345,810 | | 186,899 | | 6,984,332 | |
| Donal L. Mulligan | 59,515,421 | | 337,467 | | 127,149 | | 6,984,332 | |
| Nneka L. Rimmer | 59,491,681 | | 365,712 | | 122,644 | | 6,984,332 | |
| Robert V. Vitale | 48,954,525 | | 10,840,955 | | 184,557 | | 6,984,332 | |
Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified by the votes of the shareholders set forth in the table below:
| | | | | | | | |
| For | Against | Abstain |
| | |
| 66,233,626 | 609,896 | 120,847 |
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 set forth in the table below:
| | | | | | | | | | | |
| | | Broker |
| For | Against | Abstain | Non-Votes |
| 58,400,751 | 1,316,954 | 262,332 | 6,984,332 |
Proposal 4: The 2023 Plan was approved by the votes of the shareholders set forth in the table below:
| | | | | | | | | | | |
| | | Broker |
| For | Against | Abstain | Non-Votes |
| | | |
| 56,183,959 | 1,964,844 | 1,831,234 | 6,984,332 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto:
| | | | | | | | | | | | | | |
| Exhibit | | | | |
| Number | Description of Exhibit | |
| | | | |
|
Energizer Holdings, Inc. 2023 Omnibus Incentive Plan.
| |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). | |
| |
| 104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). | |
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.
ENERGIZER HOLDINGS, INC.
By: /s/ John J. Drabik
John J. Drabik
Executive Vice President and Chief Financial Officer
Dated: January 31, 2023
