UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  x☒

Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

EDGEWELL PERSONAL CARE COMPANY

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

January 27, 2017Letter to our Shareholders

8:30 a.m. Central Timefrom our President and

1350 Timberlake Manor ParkwayChief Executive Officer

Chesterfield, Missouri 63017and our Chairman

December 19, 2019

EDGEWELL PERSONAL CARE COMPANY

1350 Timberlake Manor Parkway

Chesterfield, Missouri 63017

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Edgewell Personal Care Company to be held at 8:30 a.m. CentralEastern Time on Friday, January 27, 2017Thursday, February 6, 2020 at Edgewell Personal Care Company, 1350 Timberlake Manor Parkway, Chesterfield, Missouri 63017.the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

In connection with the Annual Meeting, we have prepared a Notice of Annual Meeting of Shareholders, a Proxy Statement, and our 20162019 Annual Report. On or about December 16, 2016,19, 2019, we began mailingwill mail to our shareholders these materials or a Notice of Availability of Proxy Materials containing instructions on how to access these materials online.

If you plan to attend the Annual Meeting, please bring proof of identification (such as a driver’s license or other photo identification).

Whether you plan to attend the Annual Meeting or not, we encourage you to read the Proxy Statement and vote your shares. You may vote over the Internet, as well as by telephone, or, if you received or requested to receive printed proxy materials, by signing, dating and returning the proxy card enclosed with the proxy materials in the postage-paid envelope provided. HoweverHow ever you decide to vote, we would appreciate you voting as soon as possible.

Regards,

Regards,
DAVID P. HATFIELD
John C. Hunter Chairman of the Board of Directors				Rod R. Little President and Chief Executive Officer

December 16, 2016

EDGEWELL PERSONAL CARE COMPANY

1350 Timberlake Manor Parkway6 Research Drive

Chesterfield, Missouri 63017Shelton, Connecticut 06484

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2020 Annual Meeting of Shareholders of Edgewell Personal Care Company (the “Annual Meeting”) will be held at 8:30 a.m. CentralEastern Time on Friday, January 27, 2017Thursday, February 6, 2020 at 1350 Timberlake Manor Parkway, Chesterfield, Missouri 63017.the Hyatt Regency Coconut Point, 5001 Coconut Road, Bonita Springs, Florida.

The purpose of the meeting is:

Important Notice Regarding the Internet Availability of Proxy Materials for the 2017 Annual Meeting.We are mailing to many of our shareholders a notice of availability over the Internet of the proxy materials, rather than mailing the proxy materials. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on obtaining a paper copy. All shareholders who do not receive such a notice of availability, and any shareholders who request to receive a paper copy of the proxy materials, will receive a full set of paper proxy materials by U.S. mail. This process will reduce our costs to print and distribute our proxy materials.

You may vote if you are a shareholder of record on November 28, 2016.29, 2019. It is important that your shares be represented and voted at the Annual Meeting. Please vote in one of the following ways:

This Notice, the Proxy Statement, and the Company’s 2016our 2019 Annual Report to Shareholders have also been posted atwww.proxyvote.com.

By Order of the Board of Directors,

December 16, 201619, 2019

TABLE OF CONTENTS

20162019 PROXY SUMMARY

This summary highlights certain information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Performance Highlights

Annual Meeting of Shareholders

When		February 6, 2020 8:30 a.m., Central Time, January 27, 2017ET •      Place: Edgewell Personal Care Company, 1350 Timberlake Manor Parkway, Chesterfield, Missouri 63017 •      Record Date: November 28, 2016 •      Voting:				Shareholders as of the record dateNovember 29, 2019 (the “Record Date”) are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
Voting matters with Board recommendation in parenthesesWhere		•      Election of eight directors (FOR EACH NOMINEE)Hyatt Regency 5001 Coconut Road Bonita Springs, Florida     •      Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2017 (FOR) •      Approval of Executive Officer Bonus Plan Performance-Based Criteria (FOR) •      Advisory vote on executive compensation (FOR)
Board nominees		Standing for re-election for a new term expiring in 2018 •      David P. Hatfield, Chairman, President and Chief Executive Officer of Edgewell Personal Care Company. Director since 2015. •      Daniel J. Heinrich, former Executive Vice President and Chief Financial Officer of The Clorox Company. Director since 2012. •      Carla C. Hendra, Global Chairman of OgilvyRED. Director since 2015. •      R. David Hoover, former Chairman and Chief Executive Officer of Ball Corporation. Director since 2000. •      John C. Hunter, III, former Chairman, President and Chief Executive Officer of Solutia, Inc. Director since 2005. •      James C. Johnson, former General Counsel, Loop Capital Markets LLC. Director since 2013. •      Elizabeth Valk Long, former Executive Vice President of Time, Inc. Director since 2016. •      Rakesh Sachdev, Chief Executive Officer of Platform Specialty Products Corporation. Director since 2015.
Independent registered public accounting firm		The Board recommends that shareholders vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for fiscal 2017.
Executive officer bonus plan performance-based criteria		The Board recommends that shareholders vote FOR approval of the performance-based criteria for the bonus plan for the Company’s executive officers.

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Advisory vote on executive compensation     Edgewell|  2019 Proxy Statement		The Board recommends that shareholders approve, on a non-binding advisory basis, the compensation of our named executive officers. Our Board recommends a FOR vote because we believe that our compensation program achieves its objective of rewarding management based upon its success in increasing shareholder value.i

Voting Recommendations of the Board

Director Nominees(standing for election for a term expiring in 2021)

Independent Registered Public Accounting Firm

Our Board of Directors (“Board”) recommends that shareholders vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for fiscal 2020.

Advisory Vote on Executive Compensation

Our Board recommends that shareholders approve, on anon-binding advisory basis, the compensation of our named executive officers. Our Board recommends a FOR vote because it believes that our compensation program is effective in achieving our Company’s goals of recognizing financial and operating performance and leadership excellence and aligning our executives’ long-term interests with those of our shareholders.

Key elements of our 2016 compensation programii		Edgewell|  2019 Proxy Statement

Amended and Restated 2018 Stock Incentive Plan

Our Board recommends that shareholders vote FOR the approval of the Amended and Restated 2018 Stock Incentive Plan.

Key Elements of our Fiscal 2019 Compensation Program

Our primary goal is to instill a“pay-for-performance” culture throughout our organization, with a significant portion of targeted compensation for our named executive officers dependent upon achievement of performance goals aligned with operating results and execution of significant initiatives and forfeited if goals are not achieved. We seek to align the compensation received by our named executive officers with the returns received by our shareholders.

○¡

adjusted earnings per share (50%before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) (40% of the bonus target);

○¡        organic

adjusted net sales growth (25%(35% of the bonus target); and

○¡

adjusted net working capital as a percent of net sales (25% of the bonus target). For the fiscal 2016 annual bonus program, the combined weighted payout ratio for each of our named executive officers was 137.43%

For the fiscal 2019 annual bonus program for our executive officers, the combined weighted payout for our named executive officers participating in such plan was 67.5% of the target amount. See Appendix A for reconciliation and other information about thesenon-GAAP financial measures.

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Edgewell|  2019 Proxy Statement		iii

PROXY STATEMENT—VOTING PROCEDURES

YOUR VOTE IS VERY IMPORTANT

The Board of Directors is soliciting proxies to be used at the 2017 Annual Meeting. This proxy statement,Proxy Statement, the form of proxy and the Company’s 2016our 2019 Annual Report to Shareholders will be available at www.proxyvote.com beginning on or about December 16, 2016.19, 2019. A Notice Regarding the Availability of Proxy Materials will be mailed to shareholders of record as of the Record Date, on or about December 16, 2016.19, 2019.

How to Receive Printed Materials

We have elected to take advantage of the SecuritySecurities and Exchange Commission’s (the “SEC”(“SEC”) rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expediteexpedites shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials. On or about December 16, 2016,19, 2019, we mailedwill mail to many of our shareholders a Notice containing instructions on how to access our proxy statementProxy Statement and annual report2019 Annual Report to Shareholders online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. The Notice contains instructions on how to receive a paper copy of the materials.

Who Can Vote

Shareholders of Edgewell Personal Care Company (“Edgewell” or “Company”) common stock on November 28, 201629, 2019 may vote at the meetingAnnual Meeting and any adjournment or postponement thereof. On November 28, 2016,29, 2019, there were 57,690,07554,300,084 shares of common stock outstanding. The shares of common stock held in our treasury will not be voted.

How You Can Vote

There are four voting methods for shareholders:

	•
		Voting by MailMAIL. If you received a paper copy of the proxy materials, and if you choose to vote by mail, then complete a proxy card, date and sign it, and return it in the postage-paid envelope provided.

 

•

Voting by TelephoneTELEPHONE. You can vote your shares by telephone by calling1-800-690-6903 and using the identification code indicated on the Notice Regarding the Availability of Proxy Materials or the proxy card mailed to you. Voting is available 24 hours a day, 7seven days a week.

 

•

Voting by InternetINTERNET. You can also vote via the Internet atwww.proxyvote.com. Your identification code for Internet voting is on the Notice Regarding the Availability of Proxy Materials or the proxy card mailed to you, and voting is available 24 hours a day, 7seven days a week.

	•
		Voting in PERSON by written ballot at the meetingAnnual Meeting.

Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. Eastern Time on January 26, 2017.February 5, 2020.

iv		Edgewell|  2019 Proxy Statement

Please note that if you are a shareholder and plan to vote in person at the meeting,Annual Meeting, you should bring proof of identification (such as a driver’s license or other form of photo identification). If you are representing an entity that is a shareholder, you should provide written evidence that you are authorized to act for such shareholder.

If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record. You must bring such proxy and proof of identification with you to attend, and be able to vote at, the meeting. In order to vote such shares otherwise, you must follow the instructions given to you by such bank, broker or other holder of shares. See “Beneficial Owners and BrokerNon-Votes” below.

If you vote by telephone or via the Internet, you should not return a proxy card.

Who Counts the Votes

Broadridge Financial Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate shareholder votes. If you are a shareholder of record, and you choose to vote over the internet prior to the Annual Meeting or by telephone, Broadridge will access and tabulate your votes electronically, and if you have requested and received proxy materials by mail or email and choose to sign and mail your proxy card, your executed proxy card will be returned directly to Broadridge for tabulation. If you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in “street name”) will return one proxy card to Broadridge on behalf of all its clients.

How You May Revoke or Change Your Vote

You can revoke your proxy at any time before it is voted at the Annual Meeting by:

General Information on Voting

You are entitled to cast one vote for each share of common stock you own on the record date.Record Date. If you are a shareholder of record and you do not submit a proxy or vote in person, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of the Company’sour common stock entitled to vote at the meetingAnnual Meeting is necessary to constitute a quorum.

The election of each director nominee, the ratification of the Company’sour independent registered public accounting firm for 2017,fiscal year 2020 (“fiscal 2020”), the approval of the Executive Officer Bonus Plan performance-based criteria,executive compensation bynon-binding vote, and the approval of executive compensation by non-binding votethe Amended and Restated 2018 Stock Incentive Plan, must be approved by a majority of the voting power represented at the Annual Meeting in person or by proxy and entitled to vote on the matter.

Our Board adopted a director resignation policy on February 1, 2019, which policy will require that any director nominee who receives a number of votes cast in favor of their election that is less than a majority of the number of votes cast either for or against their election at the relevant meeting will tender their resignation from the Board. The policy also requires that if our Board decides not to accept such resignation, our Board will publicly disclose a detailed explanation of their decision within 60 days of the date such resignation is tendered. The policy is an amendment to our Company’s Corporate Governance Principles, which is available on our website. Shareholders do not have the right to vote cumulatively in electing directors. Shares represented by a proxy marked “against” or “abstain” on any matter will be considered present at the meetingAnnual Meeting for purposes of determining a quorum and for purposes of calculating the vote but will not be considered to have voted in favor of the proposal ora director nominee. Therefore, any proxy marked “against” or “abstain” will have the effect of a vote against a nominee and against each proposal.nominee.

While the shareholder vote on executive compensation is advisory and not binding on theour Company, theour Board of Directors and the Nominating and Executive Compensation Committee of our Board, which is responsible for administering the Company’sour executive compensation programs, are interested in the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the votevotes when making future compensation decisions for our named executive officers.

All shares for which proxies have been properly submitted—whether by telephone, Internet or mail—and not revoked, will be voted at the Annual Meeting in accordance with your instructions. If you sign a proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by our Board of Directors.Board.

If any other matters are properly presented at the Annual Meeting for consideration, the persons named in your properly submitted proxy card will have the discretion to vote on those matters for you. As of the date of this Proxy Statement, went to press, no other matters hadhave been raised for consideration at the Annual Meeting.

Edgewell|  2019 Proxy Statement		v

Beneficial Owners and BrokerNon-Votes

If your shares are held by a bank, broker or other nominee, you are considered the “beneficial owner” of the shares, which are held in “street name.” If you hold your shares in street name, you can instruct the broker, bank or other nominee who is the shareholder of record how to vote these shares by using the voting instructions given to you by the broker, bank, or other nominee.

The broker, bank, or other nominee may vote the shares in the absence of your voting instructions only with regard to “routine” matters. The election of directors, the advisory vote on executive compensation, and the approval of the Executive Officer BonusAmended and Restated 2018 Stock Incentive Plan performance-based criteria are considered “non-routine”“non-routine” matters and, accordingly, if you do not instruct your broker, bank or other nominee how to vote in these matters, no votes will be cast on your behalf with respect to these matters.

Your broker, bank or other nominee does, however, have discretion to vote any uninstructed shares on the ratification of the appointment of our accounting firm. If the broker, bank or other nominee votes the uninstructed shares on the ratification of the accounting firm (either personally or by proxy), these shares may be considered as “present” for quorum purposes but will not be deemed voted on other matters and will be considered “brokernon-votes” with respect to such other matters.

Such brokernon-votes shall have no effect on the votes on election of directors, the advisory vote on executive compensation, or the approval of the Executive Officer Bonus Plan performance-based criteria.Amended and Restated 2018 Stock Incentive Plan.

Costs of Solicitation

We will pay for preparing, printing and mailing this proxy statement.Proxy Statement. Proxies may be solicited personally or by telephone by our employees without additional compensation. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs of sending the proxy materials to the beneficial owners of our common stock.

Section 16(a) Beneficial Ownership Reporting Compliance

To the best of our knowledge, all filings of stock ownership and changes in stock ownership by our directors and executive officers and beneficial owners of more than 10% of our stock, which are required by rules of the SEC, were made on a timely basis in fiscal 20162019 with the exception of one Form 4 filing each for Mr. Anthony Bender,Messrs. Black, Corbin and O’Leary whose February 13, 2016January 31, 2019 vesting of a restricted stock equivalent was reported on July 6, 2016.

vi		Edgewell|  2019 Proxy Statement

ITEM 1. ELECTION OF DIRECTORS

Our Board of Directors currently consists of eight members,12 members. All 12 directors have been previously elected by our shareholders. Messrs. Black and all eight directors are nominated for re-election atCorbin were appointed to our Board pursuant to the 2017 Annual Meeting. AtCooperation Agreement with Legion Partners and Messrs. O’Leary and Waring were appointed to our Board in October 2018 to fill vacancies created by the 2015 Annual Meeting, our shareholders voted to approve and adopt amended and restated Articlesexpansion of Incorporation that resulted in a phased-in eliminationthe size of our classified Board of Directors. Our Board of Directors no longer consists of multiple classes; all of our current directors’ terms of service expire at the 2017 Annual Meeting.from eight to ten directors.

On April 26, 2016, Ward M. Klein, who was the then-current Executive Chairman of the Board of Directors, informed the Board that he was retiring as an officer and employee of the Company and was resigning as a member of the Board effective on July 6, 2016. On April 27, 2016, the Board appointed David Hatfield, President and Chief Executive Officer of the Company and a member of the Board, to succeed Mr. Klein as Chairman of the Board effective upon Mr. Klein’s resignation. On June 22, 2016, the Board elected Elizabeth Valk Long as a member of the Board effective upon the retirement of Mr. Klein. The Board selected Ms. Long after her being introduced to the Board by then-current members of the Board.

EightEleven directors will be elected at the 2017 Annual Meeting to serve for aone-year term expiring at our 2021 annual meeting of shareholders (“2021 Annual Meeting in 2018. TheMeeting”). Elizabeth Valk Long, who has served as a director of our company since 2016, has decided to retire from the Board and is not standing forre-election when her term expires on the eve of this year’s annual meeting. Following Ms. Long’s retirement, our board will be reduced from 12 to 11 directors. Our Board has nominated Messrs. Hatfield,Black, Corbin, Heinrich, Hoover, Hunter, Johnson, andLittle, O’Leary, Sachdev and Mss.Waring and Ms. Hendra and Long for election as directors at this meeting. Each nominee is currently serving as a director and has consented to serve for theone-year term. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified.

We do not know of any reason why any of the nominees for director named herein would be unable to serve; however, if any nominee is unable to serve as a director at the time of the Annual Meeting, your proxy may be voted for the election of another person theour Board may nominate in his or her place, unless you indicate otherwise.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for the election of each director.

Our Board adopted a director resignation policy on February 1, 2019, which policy requires that any director nominee who receives a number of votes cast in favor of their election that is less than a majority of the number of votes cast either for or against their election at the relevant meeting will tender their resignation from our Board. The policy also requires that if our Board decides not to accept such resignation, the Board will publicly disclose a detailed explanation of their decision within 60 days of the date such resignation is tendered. The policy was effected as an amendment to our Company’s Corporate Governance Principles, which is available on our website.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE ELECTION OF THESE NOMINEES AS DIRECTORS OF THEOUR COMPANY.

Board Refreshment Since 2015

Edgewell|  2019 Proxy Statement		1

INFORMATION ABOUT NOMINEES FOR DIRECTOR

Please review the following information about the nominees, who are all standing for re-electionelection at this meeting for a term expiring in 2018. The ages shown are as of December 31, 2016.at the 2021 Annual Meeting.

2		Edgewell|  2019 Proxy Statement

Director since 2015 Board Committees: • Compensation • Corporate Governance		CARLACarla C. HENDRAHendra, Director Since 2015, Age 60   Ms. Hendra has served ascurrently leads Ogilvy Consulting Worldwide, the Global Chairman of OgilvyRED, the strategicglobal strategy consulting and innovation grouparm of Ogilvy & Mather (advertising, marketing and public relations), since 2010. Ms. HendraOgilvy. She is Vice-Chairman of the Ogilvy & Mather Worldwide Board and sits on the Ogilvy & Mather Executive Committee. From 2005 to 2010, she was Co-Chief Executivealso Chief Digital Officer of The Ogilvy North America and Chairman of Ogilvy New York from 2007 to 2010. In 1998, she created Ogilvy’s North America strategic consulting group and co-founded Ogilvy Entertainment in 2007. In 1996, she joined Ogilvy & Mather and was named President of OgilvyOne in 1998. From 1992 to 1996, Ms. Hendra was Executive Vice President of Grey Direct, a division of Grey Advertising. From 1981 to 1992, she was employed by CRM Agency Barry Blau & Partners, departing as General Manager in 1992. Group. Ms. Hendra has beenled two acquisitions for Ogilvy: The Lacek Group loyalty specialists, and Leopard, a membersales enablement group which is now part of the board of Caleres, Inc. (a global footwear company formerly known as Brown Shoe Company, Inc.) since 2005. She is also a member of the advisory board of Reye Partners, LLC, an investment management firm. Ms. Hendra served on the Board of Directors of Unica Corporation until its acquisition by IBM in 2010. She was a director for non-profit Dress for Success from 2007 to 2011, and has been an advisor for education non-profits PENCIL and Schools That Can in New York.Ogilvy USA.   Ms. Hendra’sHer extensive experience in marketing, advertising and strategic consulting give her insights into commercial issues such as brand strategy, digital marketing, data and analytics, and long-term planning that provide valuable benefits to theour Board. Ms. Hendra serves on Edgewell’s Nominating and Executive Compensation Committee.
		Current and Previous Experience   •  Ogilvy Consulting Worldwide (since 2018) •  Chief Executive •  The Ogilvy Group (since 2015) •  Chief Digital Officer •  OgilvyRed (2011-2017) •  Global Chairman		Public Company Boards   •  Caleres, Inc. (formerly Brown Shoe Company, Inc.) (since 2005) Education •  AB in Humanities, University of Chicago •  Textile Design, Fashion Institute of Technology, New York City

Edgewell|  2019 Proxy Statement		3

THE BOARD OF DIRECTORS AND EDGEWELL’S CORPORATE GOVERNANCE

STANDING COMMITTEES AND MEETINGS

From October 1, 2015 through July 6, 2016:

Board Member		Board		Audit		Nominating and  Executive Compensation		Finance and Oversight
David P. Hatfield
Daniel J. Heinrich				*
Carla C. Hendra
R. David Hoover		**						*
John C. Hunter, III						*
James C. Johnson
Ward M. Klein		*
Rakesh Sachdev

From July 6, 2016 through September 30, 2016:

Board Member		Board		Audit		Nominating and  Executive Compensation		Finance and Oversight
David P. Hatfield		*
Daniel J. Heinrich				*
Carla C. Hendra
R. David Hoover		**						*
John C. Hunter, III						*
James C. Johnson
Elizabeth Valk Long
Rakesh Sachdev

Audit:Audit Committee: ReviewsOur Audit Committee reviews Edgewell’s auditing, accounting, financial reporting and internal control functions. ResponsibleThe committee is also responsible for engaging and supervising our independent accountants, resolving differences between management and our independent accountants

regarding financial reporting,pre-approving all audit andnon-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. ReceivesThe Audit Committee also receives reports from the head of our internal audit department. Our Board has determined that all members of our Audit Committee are independent and financially literate in accordance with the criteria established by the SEC and the New York Stock Exchange (the “NYSE”(“NYSE”). Our Board has elected Daniel J. HeinrichGary K. Waring as chair of the Audit Committee and has determined that all members of the committee are independentMessrs. Waring and that Mr. Heinrich and Ms. LongBlack are audit committee financial experts, as defined by SEC guidelines. The Audit Committee’s charter can be viewed on the Company’sour website,www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Audit Committee Charter.” Information on our website does not constitute a part of this document.Proxy Statement.

Nominating and Executive Compensation:Compensation Committee: SetsOur Compensation Committee sets the compensation of our executive officers, administers our incentive stock plans and grants equity-based awards, including performance-based awards, under those plans. AdministersThe committee also administers and approves performance-based awards under our executive officer bonus plan. Establishesplan, establishes performance criteria for performance-based awards, and certifies as to their achievement. Monitorsmonitors management compensation and benefit programs, and reviews principal employee relations policies. Recommends nominees for election as directors or executive officers to the Board, as well as committee membershipspolicies, and compensation and benefits for directors. Administers our stock ownership guidelines. Conducts the annual self-assessment process of the Board and its committees, and regular reviewconducts evaluations of our Corporate Governance Principles.Company’s performance in the areas of diversity and inclusion in our workforce. Our Compensation Committee also has responsibility for reviewing a risk assessment of our compensation policies and practices and overseeing plans for leadership development and succession. Our Board has determined that all members of our Compensation Committee arenon-employee directors and are independent, as defined in the listing standards of the NYSE. No member of the Compensation Committee is or has been an officer or employee of our Company or any of our subsidiaries. In addition, no member of the committee had any relationships with our Company or any other entity that require disclosure under the proxy rules and regulations promulgated by the SEC. At the beginning of each fiscal year, the Compensation Committee reviews and approves compensation for our executive officers, including any merit increases to base salary, our annual cash bonus program, long-term equity incentive awards, and performance targets under those programs and awards. The Nominatingcommittee members base these determinations on their review of competitive market data from our peer group, shareholder views, including the results of the most recent advisory vote on executive compensation, and Executivethe recommendations of the chief executive officer and our human resources department. Meridian Compensation Partners LLC (“Meridian”), the committee’s compensation consultant, conducts anin-depth annual review of our compensation practices, and those of our peer group, in order to support the committee’s review process. Meridian also advises the committee on the competitiveness of our executive compensation programs. For more information on the committee’s review process and Meridian’s assistance to the committee, as well as on compensation consultants retained by our Company, see “Executive Compensation—Compensation Discussion and Analysis.” Meridian also advises the Corporate Governance Committee during its review of compensation fornon-employee directors. The Compensation Committee’s charter can be viewed on the Company’sour website,www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Nominating and Executive Compensation“Compensation Committee Charter.” Information on our website does not constitute a part of this document.Proxy Statement.

Corporate Governance Committee:OurCorporate Governance Committee is responsible for recommending to our Board nominees for election as directors and executive officer appointments, as well as committee memberships and compensation and benefits for directors. The committee also has responsibility for administering our stock ownership guidelines fornon-executive directors, conducting the annual self-assessment process of our Board and committees, and reviewing our Corporate Governance Principles and committee charters. Our Corporate Governance Committee also monitors our Company’s positions and responses to significant public policy issues, including our compliance with applicable laws, and our actions in furtherance of our Company’s corporate social responsibility objectives. Our Board has determined that all members of our Corporate Governance Committee arenon-employee directors, and are independent, as defined in the listing standards of the

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NYSE. The Corporate Governance Committee’s charter can be viewed on our website,www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Corporate Governance Committee Charter.” Information on our website does not constitute a part of this Proxy Statement.

Finance and Oversight:Committee: ReviewsOur Finance Committee reviews our financial condition, objectives and strategies, and acquisitions and other major transactions, and makes recommendations to theour Board concerning financing requirements, our stock repurchase program and dividend policy, foreign currency management and pension fund performance. Our Board has determined that all members of our Finance Committee arenon-employee directors, and are independent, as defined in the listing standards of the NYSE. The Finance and Oversight Committee’s charter can be viewed on the Company’sour website,www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Finance and Oversight Committee Charter.” Information on our website does not constitute a part of this document.Proxy Statement.

During fiscal 2016,2019, all directors attended 75% or more of theour Board meetings and meetings of the committees on which they served at the time of their period of service. Under our Corporate Governance Principles, each director is highly encouraged to attend our annual meeting of shareholders each year, preferably in person. All directors in office during the 20162019 Annual Meeting of Shareholders attended the Annual Meeting.meeting, with the exception of Mr. Waring due to medical issues.

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CORPORATE GOVERNANCE, RISK OVERSIGHT AND DIRECTOR INDEPENDENCE

Board Leadership Structure

Our Board regularly considers the appropriate leadership structure for the Company and has concluded that the Company and its shareholders are best served by not having a formal policy on whether the same individual should serve as both chief executive officer and chairman of the Board. This flexibility allows the Board to utilize its considerable experience and knowledge to elect the most qualified director as chairman of the Board, while maintaining the ability to separate the chairman and chief executive officer roles when necessary. Currently, Mr. Hatfield holds the roles of chairman of the Board and chief executive officer. As the chairman of the Board and chief executive officer is currently employed by the Company, the Board has also determined it is appropriate to have a lead independent director of the Board who provides, in conjunction with the chairman, leadership and guidance to the Board. The Board believes this structure is currently the optimal structure for providing leadership that is both independent in its oversight of management and closely attuned to our specific business. Mr. Hatfield, as chief executive officer and chairman of the Board, is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while also setting the agenda for Board meetings in consultation with the lead independent director and presiding over meetings of the full Board. The lead independent director serves as a liaison on Board-related issues between the chairman and the independent directors, presides over non-management executive sessions of the Board and at such other times as the Board shall determine and sets the agenda for such sessions, meets with the chairman to discuss matters arising from such meetings, and performs such other functions as the Board may direct. The Board periodically evaluates the structure most appropriate for the environment in which we operate.

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Risk Oversight and Risk Management

TheOur Board, of Directors, acting both directly and through its committees, is actively involved in oversight of the significant risks affecting our business. The Board of Directors and its committees’ risk oversight activities of our Board and committees are informed by our management’s risk assessment and risk management processes.

The Our Board’s role in risk oversight is consistent with theour Company’s leadership structure, with management havingday-to-day responsibility for assessing and managing theour Company’s risk exposure and theour Board and its committees providing oversight in connection with those efforts, with particular focus on the most significant risks facing theour Company.

The risk oversight responsibility of the Board and its committees is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. Management of day-to-day operational, financial and legal risks is the responsibility of operational and executive leadership of the Company. The Company maintains a Risk Committee of senior personnel in a number of functional areas. The Risk Committee is sponsored by our chief executive officer. The purposes of the Risk Committee are:

Risks that are identified by the Risk Committee as significant are then reported to the appropriate Board committee. The Audit Committee performs a central oversight role with respect to financial and compliance risks, and meets with our independent auditors outside the presence of senior management. It also regularly receives reports regarding our internal controls and compliance risks viewed as most significant, along with management’s processes for seeking to maintain compliance within an internal controls environment. The Nominating and Executive Compensation Committee is responsible for conducting appropriate reviews of compensation practices as they relate to risk management. The Risk Committee engages with the Board with respect to significant risks, and submits a risk report to the Board on an annual basis.

Although we have devoted significant resources to develop our risk management policies and procedures, these policies and procedures, as well as our risk management techniques, may not be fully effective. In addition, there may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated. In either case, we could suffer losses and our results and financial position could be materially adversely affected.

Sustainability

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Business Practices and respectful manner. We believe that sustainable operations are both financially beneficial and critical to the healthStandards of the communities in which we operate. Our Sustainable Development Mission is to “do the right thing” in conducting our business in an effort to ensure that we preserve the environment for future generations and provide a safe and healthy working environment for colleagues while promoting the continued success of our commercial enterprise. Our Sustainable Development Mission is derived directly from our organizational values and is one of our leadership strategies. At the core of our sustainability efforts are three pillars:

We have established sustainable development goals to focus our conservation efforts across four key areas: energy, greenhouse gas emissions, solid waste and water usage. In addition, we are actively developing and incorporating “design for sustainability” tools into our product development process. “Design for sustainability” proactively addresses environmental, social and economic considerations from the earliest stages of the product development process throughout the product lifecycle. The goal is to design products that minimize energy consumption and waste generation and increase utilization of high recovery materials.Conduct

Our Business Practices and Standards of Conduct are designed to provide guidance on and articulate our commitment to several key matters such as safety and health, protecting the environment, use of Companycompany resources, and promoting a

harassment-free work environment. It also addresses certain legal and ethical facets of integrity in business dealings with suppliers, customers, investors and the governments that regulate us. We assess global compliance with this policy annually.

Our Supplier Code of Conduct sets forth our Company’s basic expectations for environmental, labor, supplier working conditions and ethical practices that suppliers are expected to meet in order to do business with our Company.Edgewell. We believe we hold our suppliers to a high standard and use a risk-based approach to audit suppliers for ongoing compliance.

Compensation Committee InterlocksSustainability

Our Company places a high priority on operating in a responsible and Insider Participation

No memberrespectful manner. We are committed to doing better, and applying this vision across our business, from the way that we all work together to the way that we develop and distribute our products. We believe that sustainable operations are both financially beneficial and critical to the health of the Nominatingcommunities in which we operate. Therefore, our Sustainable Development Mission, derived directly from our organizational values and Executive Compensation Committeeone of our leadership strategies, is or has beento “do the right thing” in conducting our business in an officer or employeeeffort to ensure that we preserve the environment for future generations and provide a safe and healthy working environment for colleagues while promoting the continued success of the Company or any of its subsidiaries. In addition, no member of the committee had any relationships with the Company or any other entity that require disclosure under the proxy rules and regulations promulgated by the SEC.

Determining Executive Compensation

our commercial enterprise. At the beginning of each fiscal year, the Nominating and Executive Compensation Committee reviews and approves compensation for our executive officers, including any merit increases to base salary, our annual cash bonus program, long-term equity incentive awards, and performance targets under those programs and awards. The committee members base these determinations on their review of competitive market data from our peer group, shareholder views, including the results of the most recent advisory vote on executive compensation, and the recommendations of the chief executive officer and our human resources department. Meridian Compensation Partners LLC (“Meridian”), the committee’s compensation consultant, conducts an in-depth annual reviewcore of our compensation practices, and those of our peer group, in order to support the committee’s review process. Meridian also advises the committee during its review of compensation for non-employee directors and the competitiveness of our executive compensation programs. For more information on the committee’s review process and Meridian’s assistance to the committee, as well as on compensation consultants retained by the Company, see “Executive Compensation—Compensation Discussion and Analysis.”sustainability efforts are three pillars:

Committee Charters, Governance and Codes of Conduct

The charters of the committees of our Board of Directors and our Corporate Governance Principles have been posted on our website atwww.edgewell.com, under “Investors,” then “Corporate Governance.” Information on our website does not constitute part of this document.Proxy Statement. Our code of business conduct and ethics applicable to the members of theour Board, of Directors, as well as the code applicable to our officers and employees, have also been posted on our website. You can view our Codescodes of Conductconduct on theour Company’s website,www.edgewell.com, under “Company,” click on “Sustainability,” then click “Codes of Conduct.”

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Copies of the committee charters, the Corporate Governance Principles and the codes of conduct will be provided, without charge, to any shareholder upon request directed in writing to theour Corporate Secretary, Edgewell Personal Care Company, 1350 Timberlake Manor Parkway, Chesterfield, Missouri 63017.6 Research Drive, Shelton, Connecticut 06484.

Director Independence

Our Corporate Governance Principles, adopted by our Board, provide that a majority of theour Board, and the entire membership of the Audit, Compensation and the Nominating and Executive CompensationCorporate Governance Committees of theour Board, will consist of independent,non-employee directors who meet the criteria for independence required by the NYSE listing standards. In addition, our Corporate Governance Principles provide that there may not be at any time more than two employee directors serving on theour Board.

A director will be considered independent if he or she does not have a material relationship with us, as determined by our Board. To that end, theour Board, in the Corporate Governance Principles, has established guidelines for determining whether a director is independent, consistent with the listing standards of the NYSE. A director will not be considered independent if:

family member who is a current employee of such a firm and personally works on our audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on our audit within that time; or

The following business and professional relationships will be considered material:

For relationships not described above or otherwise not covered in the above examples, a majority of our independent directors, after considering all of the relevant circumstances, may make a determination whether or not such relationship is material and whether the director may therefore be considered independent under the NYSE listing standards. We have also considered and determined that members of our Audit Committee and Nominating and Executive Compensation Committee satisfy the additional independence requirements of the NYSE and SEC for such committees.

Director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships with theour Company that might impair a director’s independence. Every year, we submit a questionnaire to each director and executive officer, in addition to conducting our own internal review, for the purpose of identifying certain potentially material transactions or relationships between each director, or any member of his or her immediate family, and theour Company, itsour senior management and itsour independent auditor.

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Pursuant to that review, theour Board considered the independence of:

Our Board also determined that no arrangement or understanding exists between any director or executive officer of our Company and any other person pursuant to which any of them were selected as a director or executive officer. Accordingly, based on the responses to the 20162019 questionnaire and the results of its review, theour Board has affirmatively determined that all directors, other than David Hatfield,Rod Little, are independent from management. The following are the non-employee directors deemed to be independent: Daniel J. Heinrich; Carla C. Hendra; R. David Hoover; John C. Hunter, III; James C. Johnson; Elizabeth Valk Long; and Rakesh Sachdev.

Director Nominations

The Nominating and Executive CompensationCorporate Governance Committee is responsible for recommending candidates for election to our Board of Directors, consistent with the requirements for membership set forth in our Corporate Governance Principles. Those requirements include integrity, independence, diligence, diversity, energy, forthrightness, analytical skills and a willingness to challenge and stimulate management, and the ability to work as part of a team in an environment of trust. The principles also indicate theour Board’s belief that each director should have a basic understanding of (i) our principal operational and financial objectives, plans and strategies, (ii) our results of operations and financial condition, and (iii) the relative standing of theour Company and our business segments in relation to our competitors. In addition to those standards, the committee seeks directors who will effectively represent the interests of our shareholders, and who bring to theour Board a breadth of experience from a variety of industries, geographies and professional disciplines. Although theour Company does not have a formal policy with respect to diversity matters, theour Board also considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation. The committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.our Board’s composition. The committee is also responsible for articulating and refining specific criteria for Board and committee membership to supplement, as appropriate, the more general criteria set forth in our Corporate Governance Principles.

The committeeCorporate Governance Committee expects a high level of commitment from Board members and evaluates each candidate’s leadership and experience, skills, expertise and character traits, including the candidate’s ability to devote sufficient time to Board and committee meetings in light of other professional commitments. The committee also reviews whether a potential candidate meets Board and/or committee membership requirements, as set forth in our Corporate Governance Principles, determines whether a potential candidate is independent according to theour Board’s established criteria, and evaluates the potential for a conflict of interest between the director and theour Company.

Historically, when vacancies have occurred, or when our Board determined that increasing its size was appropriate, candidates have been recommended to the committee by other Board members or the chief executive officer. The committee, however, will consider and evaluate any shareholder-recommended candidates by applying the same criteria used to evaluate candidates recommended by directors or management. The committee also has authority to retain a recruitment firm if it deems it advisable. Shareholders who wish to suggest an individual for consideration for election to theour Board of Directors may submit a written nomination to theour Corporate Secretary, of theEdgewell Personal Care Company, 1350 Timberlake Manor Parkway, Chesterfield, Missouri 63017,6 Research Drive, Shelton, Connecticut 06484, along with the shareholder’s name, address and number of shares of common stock beneficially owned; the name of the individual being nominated and number of shares of common stock beneficially owned by the nominee; the candidate’s biographical information, including age, business and residential addresses, and principal occupation for the previous five years, and the nominee’s consent to being named as a nominee and to serving on theour Board. A description of factors qualifying or recommending the nominee for service on theour Board would also be helpful to the committeeCorporate Governance

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Committee in its consideration. To assist in the evaluation of shareholder-recommended candidates, the committee may request that the shareholder provide certain additional information required to be disclosed in our proxy statement under Regulation 14A of the Securities Exchange Act of 1934 (the “Exchange Act”). If the committee determines a candidate, however proposed, is suitable for Board membership, it will make a recommendation to theour Board for its consideration.

Under our bylaws, shareholders may also nominate candidates for election at an annual meeting of shareholders. See “Shareholder Proposals for 2018the 2021 Annual Meeting” for details regarding the procedures and timing for the submission of such nominations. Director nominees submitted through this process will be eligible for election at the annual meeting but will not be included in theour Company’s proxy materials prepared for the meeting.

Stock Ownership Guidelines

In order to help align the financial interests of ournon-employee directors with those of our shareholders, our Corporate Governance Principles provide that ournon-employee directors must maintain ownership of our common stock with a value of at least five times the director’s annual retainer.base retainer, excluding any supplemental amounts for the roles of chairman and committee chair. New directors are given a period of five years to attain full compliance with these requirements.

For purposes of these determinations, stock ownership includes shares of our common stock which are owned directly or by family members residing with the director, or by family trusts, as well as vested options, vested and deferred restricted stock equivalents and unvested restricted stock equivalents, unless they are subject to achievement of performance targets, and common stock or stock equivalents credited to a director under our savings investment plan or our deferred compensation plan. AtAs of September 30, 2019, each non-employee director, with the current time, allexception of James C. Johnson, who has served on our directors areBoard for longer than five years, was in compliance with thesethe guidelines.

Communicating Concerns to theour Board

We have established several means for shareholders or others to communicate their concerns to our Board. If the concern relates to our financial statements, accounting practices or internal controls, the concern should be submitted in writing to Daniel J. Heinrich,Gary K. Waring, the chairman of our Audit Committee, in care of theour Corporate Secretary of the Company at our headquarters address.address, 6 Research Drive, Shelton, Connecticut 06484. If the concern relates to our governance practices, business ethics or corporate conduct, the concern may be submitted in writing to JohnJames C. Hunter, III,Johnson, the chairman of the Nominating and Executive Compensationour Corporate Governance Committee, or R. David Hoover, our Lead Independent Director and the chairman of theour Finance and Oversight Committee, in care of theour Corporate Secretary of the Company at our headquarters address. If the shareholder is unsure as to which category his or her concern relates, he or she may communicate it to R. David Hoover, our Lead Independent Director, or any one of the independent directors in care of the Company’sour Corporate Secretary at our headquarters address.

Our “whistleblower” policy prohibits theour Company or any of itsour employees from retaliating or taking any adverse action against anyone for raising a concern. If a shareholder or employee nonetheless prefers to raise his or her concern in a confidential or anonymous manner, he or she may call Global Compliance Services’ AlertLine,Navex Global’s EthicsPoint, our outsideexternal service provider, toll-free at855-405-6557, or leaveby leaving a confidential message at our confidential web address:www.edgewell.ethicspoint.com.

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DIRECTOR COMPENSATION

We provided several elements of compensation to our directors for service on our Board during fiscal 2016.2019. The Nominating and Executive CompensationCorporate Governance Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation at the 50^th percentile of the peer group. This peer group, which can be found under “Executive Compensation—Compensation Discussion and Analysis—Implementation of the Compensation Program,Benchmarking,” has been selected for purposes of evaluating our executive compensation based on market data provided by the committee’s independent consultant, Meridian.

Retainers and Meeting Fees

All directors, other than Mr. Hatfield and Mr. Klein, received an annual retainer of $100,000 for serving on the Board and its committees in fiscal 2016. Mr. Hatfield and Mr. Klein received no compensation other than their compensation as the President and Chief Executive Officer and Executive Chairman, respectively, for their service on the Board and its committees. Ms. Long joined our Board on July 6, 2016 and received a pro rata portion of the annual retainer.

From October 1, 2015 through December 31, 2015, members of the Board also received:

The fee paid for attendance at Board and Committee meetings was discontinued effective December 31, 2015 to acknowledge that our directors provide valuable services to our Company outside as well as during meetings and to lessen the administrative burden of the number of payments that were required to be processed per director each year.

The lead independent director receives an additional $50,000 annual retainer. The chairpersons of the committees also receive an additional annual retainer of $20,000 for each committee that they chair.

In connection with their annual review of director compensation, the Board and the Nominating and Executive Compensation Committee approved changes to director compensation effective December 31, 2016 to reduce the annual retainer of the lead independent director to $25,000.

Restricted Stock Equivalents

Initial Grant.New non-employee directors that may be appointed or elected to the Board receive a grant of restricted stock equivalents with a grant-date value of $100,000, which equivalents vest three years from the date of grant. In connection with her appointment to the Board effective July 6, 2016, Ms. Long received a grant of 1,187 restricted stock equivalents, with a value of approximately $100,000.

Annual Grant.On the first business day of January of each year, each non-employee director is credited with a restricted stock equivalent award under our Second Amended and Restated 2009 Incentive Stock Plan. The value of the award as of January 1, 2016 was $110,000. This award vests one year from the date of grant. Directors have the option to defer the delivery of shares upon vesting of this award.

Notwithstanding the terms and provisions of our non-employee director compensation policy, the Board unanimously agreed that its members should not receive an annual restricted stock equivalent award for the 2016 fiscal year. The Board determined that a portion of the one-time restricted stock equivalent award received by its members at the time of the Separation in July 2015 (having a value of $200,000 and with vesting three years from the date of grant) was in lieu of the fiscal year 2016 annual grant. In connection with her appointment to the Board effective July 6, 2016, Ms. Long received a grant of 653 restricted stock equivalents, with a value of approximately $55,000, representing a pro rata portion of the annual restricted stock equivalent award.

In connection with their annual review of director compensation, the Board and the Nominating and Executive Compensation Committee approved changes to director compensation effective December 31, 2016 to increase the annual grant of restricted stock equivalents to each non-employee director by $15,000 to $125,000.

Deferred Compensation Plan

Non-employee directors are permitted to defer all or a portion of their retainers and fees under the terms of our deferred compensation plan. Deferrals may be made into (i) the Edgewell common stock unit fund, which tracks the value of our common stock; or (ii) the prime rate option, under which deferrals are credited with interest at the prime rate quoted by The Wall Street Journal. Deferrals in the deferred compensation plan are paid out in a lump sum in cash within 60 days following the director’s termination of service on the Board.

Personal Use of Company-Owned Aircraft

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NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 20162019

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ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

Our Audit Committee, in accordance with authority granted in its charter by theour Board, appointed PricewaterhouseCoopers LLP (“PwC”) as our Company’s independent auditor for the current2019 fiscal year. PwC has served as our independent auditor for every fiscal year since 2000, and PwC has begun certain work related to the 20172020 fiscal year audit as approved by the Audit Committee. Information on independent auditor fees for the last two fiscal years is set forth below. TheOur Board and the Audit Committee believe that the retention of PwC to serve as independent auditor is in the best interests of theour Company and its shareholders. In making this determination, theour Board and the Audit Committee considered a number of factors, including:

A representative of PwC will be present at the 2017 Annual Meeting and will have an opportunity to make a statement, if desired, as well as to respond to appropriate questions.

Although NYSE listing standards require that the Audit Committee be directly responsible for selecting and retaining the independent auditor, we are providing shareholders with the means to express their views on this issue.matter. Although this vote will not be binding, in the event theour shareholders fail to ratify the appointment of PwC, the Audit Committee will reconsider its appointment. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of theour Company and its shareholders.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for ratification.

THE MEMBERS OF THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS

RECOMMEND A VOTEFOR RATIFICATION OF THE APPOINTMENT OF

PWC AS THE COMPANY’SOUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2017.2020.

Audit CommitteePre-Approval Policy

The Audit Committee has a formal policy concerning approval of all services to be provided by our independent auditor, including audit, audit-related, tax and other services. The policy requires that all services the auditor may provide to us must bepre-approved by the Audit Committee. The chairman of the Audit Committee has the authority topre-approve permitted services that require action between regular committee meetings, provided he reports to the committee at the next regular meeting. Early in each fiscal year, the Audit Committee approves the list of planned audit andnon-audit services to be provided by the auditor during that year, as well as a budget estimating spending for such services for the fiscal year. Any proposed services exceeding the maximum fee levels set forth in that budget must receive specificpre-approval by the Audit Committee. The Audit Committee approved all services provided by PwC during fiscal 20162019 and fiscal 2015.2018.

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Services Provided by PricewaterhouseCoopers LLP

The following table discloses fees paid to PwC for the following professional services rendered during the last two fiscal years for the following professional services:years:

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 CompanyEdgewell and our consolidated subsidiaries; refund claims; payment planning; and tax audit assistance.

 

All Other Fees—These are fees for other permissible work performed by PwC that does not meet the above category descriptions. We did not engage PwC for any services that would be categorized as All Other Fees in fiscal 2015. All Other Fees for fiscal 2016 includes2018 included services provided in conjunction with assisting theour Company in the assessment of its international go-to-market strategies.trading environment impacts and strategies related to Brexit.

 

Fees Paid to PricewaterhouseCoopers LLP (in thousands)	Fees Paid to PricewaterhouseCoopers LLP (in thousands)								Fees Paid to PricewaterhouseCoopers LLP (in thousands)
Type		FY 2015				FY 2016						FY 2018					FY 2019
Audit Fees			$6,253				$3,361				$	3,326				$	3,016
Audit-Related Fees			2,460				31					10					15
Tax Fees			766				312					195					168
All Other Fees			0				662					56					0
Total Fees			$9,479				$4,366				$	3,587				$	3,199

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ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, we are asking our shareholders to providenon-binding advisory approval of the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC. We encourage shareholders to review the “Compensation Discussion and Analysis” for details regarding our executive compensation programs. Our shareholder advisory vote on executive compensation was approved by a significant majority of shareholders, with approximately 94% of the votes cast in favor of the advisory resolution at our 2019 Annual Meeting of Shareholders.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices that we use. We believe that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our shareholders’ interests. Our compensation programs are designed to enable and reinforce our Company’s overall business strategy by aligning pay with achievement of short and long term financial and strategic objectives, while providing a competitive level of compensation which is needed to recruit, retain and motivate talented executives critical to our success. For a more detailed discussion of our fiscal 2019 compensation program, see “Executive Compensation – Compensation Discussion and Analysis.”

In particular, during fiscal 2019, the Compensation Committee:

This short-term incentive program resulted in a combined weighted payout of 67.5% (see page 24 for further information) of the target bonus amount for our executive officers based on outcomes under these performance metrics, reinforcing ourpay-for-performance philosophy that makes executive compensation significantly contingent upon achievement of performance goals.

Our Board believes our Company’s overall compensation process effectively implements its compensation philosophy and achieves its goals. Accordingly, the Board recommends a vote FOR the adoption of the following advisory resolution, which will be presented at the Annual Meeting:

RESOLVED, that the shareholders of Edgewell approve, on anon-binding advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the accompanying footnotes and narratives.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for approval of the advisory vote on executive compensation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE APPROVAL OF THE EXECUTIVE COMPENSATION OF OUR NAMED

EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT

UNDER “EXECUTIVE COMPENSATION.”

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

The following narratives and tables discuss the compensation paid in fiscal 2019 to our chief executive officer, chief financial officer, and our other three most highly compensated executive officers serving at the end of fiscal 2019, whom we refer to collectively as our “named executive officers” as well as one former executive officer who would have been a named executive officer had he been serving at the end of fiscal 2019. This includes:

We ended 2019 with the following key financial results¹:

In 2019, we largely delivered on the financial commitments we made to ourselves, our board, and our shareholders while executing on several transformative initiatives. The results below show how we are positioning ourselves to win as a new, agile personal care company.

Fiscal Year 2019 Highlights:

Edgewell and Harry’s Combination

In May 2019, following a thorough assessment of our performance in challenging category environments and review of all value creation levers, we announced our proposed combination with Harry’s Inc. (“Harry’s”), a leadingdirect-to-consumer (DTC) company, which has successfully disrupted the consumer-packaged goods (“CPG”) industry. The combination will create a highly capable, next-generation consumer products company that produces category-leading growth and value. Specifically, the combination will allow us to create a unique consumer-centric platform to launch new brands and products across the CPG industry, will combine our leading technology and manufacturing capabilities with Harry’sbest-in-class modern branding and design capabilities, and will leverage shared product know-how and unique expertise in brand building anddirect-to-consumer marketing into adjacent categories. With an anticipated closing in early 2020, our executive leadership team have been executing on a detailed integration roadmap that will enable a seamless day 1 launch, that will enable the combined company to build new brands that differentially meet consumer needs, and deliver meaningful cost and revenue synergies.

At closing, certain Harry’s employees and members of Harry’s executive team, as recommended by Harry’sco-founders, Andy Katz-Mayfield and Jeff Raider, and approved by our CEO, Rod Little, will be eligible to participate in a Management Incentive Plan (“MIP”), which is designed to retain key talent, create ownership thinking in the combined company, and reward result-focused behavior. See page 36 for more details.

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Portfolio Transformation

Fiscal 2019 saw us focus onre-shaping and simplifying our brand portfolio while shifting to a consumer andbrand-led focus with compelling and agile innovation. This is a continuation of ourre-defined focus on our categories, along with broader category definitions that will allow us to move into growth territory. We believere-defining our product portfolio with the goal of creating a strong, consumer-focused CPG company, reinforced by a robust and compelling innovation program, is key to growth and value creation. To that end, fiscal 2019 saw continued simplification and strengthening of our brand architecture in our wet shave and sun care categories, with our Schick^® and Wilkinson Sword^® master brands and theirsub-brands like Hydro^®, Intuition^®, Quattro^®, and Extreme^®. Moreover, our strong free cash flow generation contributed capital to execute the transformational combination with Harry’s.

During fiscal 2019 we embarked on a strategic review of our feminine care and infant care businesses in order to best position our Company for growth and value creation. Following our strategic review of the feminine care business, we elected to retain the business at this time. Given improving business trends and an outlook for solid EBITDA and cash contribution going forward, we determined that there is currently more opportunity for value creation andde-leveraging by retaining the business. Our executive leadership team is spearheading the development of plans that will leverage the latent value proposition for the category, including a revised operating model for the business, focused on improved brand building and trade execution and greater autonomy and increased capabilities across the feminine care organization.

In October 2019, we announced the sale of our infant and pet care businesses. The sale will allow us to reshape our Company and focus on our core personal care brands, while realizing cost savings, enabling us to pay down debt, driving growth, and delivering superior returns for shareholders.

Continued Product Innovation

Fiscal 2019 saw continued emphasis on new product development and launches across our portfolio: in our sun and skin care segment, the launch of our Banana Boat^® Simply Protect^™ Sensitive hypoallergenic and oxybenzone and paraben-free sunscreen lotion and a new and improved formula with breakthrough “clinically-proven” claim for our Ultra Sport^™ sunscreen lotion; the launch of our Hawaiian Tropic^® Antioxidant Plus Refresh Sunscreen mist spray-- representing a new beauty format; in our feminine care segment, the launch of several innovative products, including our CAREFREE^® ACTI-FRESH^® liners, Playtex^® Stella^™ compact tampons, and our o.b.^® Organic^™ tampon with plant-based applicator; and, in our wet shave segment, the launch of our Xtreme 3^® Pivot Ball^™ disposable razor, our Goodfellow & Co. razor launched exclusively at Target, and The Closer^™5-Blade Cartridge Razor from Jack Black^®.

Project Fuel

Project Fuel is an enterprise-wide transformational initiative, launched in the second fiscal quarter of 2018, designed to address all aspects of our business and cost structure, simplifying and transforming the organization, structure and key processes that will enable us to achieve our desired future state operations. Since introduction, our executive leadership team have implemented our Zero-Based Spending (“ZBS”) and global productivity initiatives, including a new global restructuring initiative, to generate an anticipated $225 to $240 million in total annual gross savings by the end of the 2021 fiscal year. It is expected that the savings generated will be used to fuel investments and brand building in strategic growth initiatives, offset anticipated operational headwinds from inflation and other rising input costs, improve the overall profitability and cash flow of the Company, and allow us to make strategic acquisitions in our core categories. Project Fuel restructuring charges were $55.6m for fiscal 2019, bringing cumulative Project Fuel restructuring charges to $95.5m. Additionally, capital expenditures for Project Fuel were $31.4m in fiscal 2019, bringing cumulative capital expenditures for Project Fuel to $33.7m. We achieved gross savings of $122 million in fiscal 2019 through the initiatives of Project Fuel, which is in line with our savings targets for the program. As of the end of fiscal 2019, we remain on track to reach our savings targets set for Project Fuel.

How Pay Was Tied to the Company’s Performance in Fiscal Year 2019

Our fiscal year 2019 results and compensation decisions continue to illustrate application of ourpay-for-performance philosophy, with pay being driven by performance in the following ways:

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Principles of the Edgewell Compensation Program

We believe that the long-term success of Edgewell depends on the talents of our executive officers and the alignment of their compensation with the interests of the Company and our shareholders. Our ability to attract, retain, and motivate our executive officers is influenced in large part by our compensation program. The guiding principles of our compensation program include a“pay-for-performance” culture, which seeks to incentivize superior performance, incentive awards based on operating results and execution of significant initiatives, and harmonization of our executive officer’s interests with those of our shareholders. We believe that the design and implementation of our compensation program is effective in furthering our goal of becoming abest-in-class, next-generation consumer products company.

Our commitment to maintaining competitive compensation practices has resulted in strong shareholder support of our compensation philosophy, with approximately 94% of the votes cast in favor of the advisory resolution on executive compensation at our 2019 Annual Meeting of Shareholders. Discussed below are the principles that underlie our compensation philosophy.

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Compensation Policies and Governance Practices

As part of its responsibilities, the Compensation Committee of our Board (the “Compensation Committee” or “committee”) annually reviews our Company’s compensation policies and practices for all employees, including executive officers, to determine whether, in its judgment, our compensation programs encourage risk-taking likely to have a material adverse effect on our Company. In particular, there are several design features of those programs that the committee believes reduces the likelihood of excessive risk-taking:

Role of the Compensation Committee and Implementation of the Compensation Program

The Compensation Committee is responsible for determining executive officer compensation. As a general principle, the Compensation Committee seeks to provide an annual compensation program that includes, in addition to base salary, a combination of short-term and long-term incentive programs based on our Company’s performance as measured by certain financial performance metrics, thus linking executive officer compensation to outcomes designed to increase shareholder value. The Compensation Committee and our senior management begin their review of compensation by looking first at the components of total compensation, compared with a designated executive compensation peer group, and then reviews the elements of compensation (i.e. base salary, annual cash incentive bonus opportunities, and long-term equity-based compensation opportunities) before determining the appropriate percentage mix of these elements within total compensation.

Our Board has delegated authority to the Compensation Committee to approve all compensation and benefits for our executive officers, except for our chief executive officer. The Compensation Committee sets executive salaries and bonuses, reviews executive benefit programs, including the change of control plan, and grants cash bonus awards to our executive officers under our cash bonus program, as well as equity awards to our executive officers under our 2018 Stock Incentive Plan. For those employees below the executive officer level, compensation and benefits are determined by our management, under a delegation of authority from the Compensation Committee. Prior to November 9, 2018, this authority was delegated to the Nominating and Executive Compensation Committee (“NECC”) of the Board.

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Role of Management

Management provides the Compensation Committee with a market competitive range of possible salary and long-term incentive award levels. Moreover, senior management, in conjunction with the Compensation Committee, begins their review of compensation by looking first at the components of total compensation, compared with a designated executive compensation peer group, and then reviews the elements of compensation (i.e. base salary, annual cash incentive bonus opportunities, and long-term equity-based compensation opportunities) before determining the appropriate percentage mix of these elements within the total compensation.

Role of Compensation Consultant

To assist the Compensation Committee in evaluating our executive officer compensation program, the Compensation Committee directly retained an independent consultant, Meridian Compensation Partners LLC (“Meridian”). In fiscal 2019, Meridian was asked to:

In November 2019, the Compensation Committee reviewed the independence of Meridian and determined that Meridian has no conflicts of interest. In particular:

A representative of Meridian attends committee meetings, as requested, to serve as a resource on executive officer and director compensation matters. In order to encourage independent review and discussion of executive compensation matters, the committee meets with Meridian in executive session.

Compensation Benchmarking

Meridian, with direction from the Compensation Committee, developed a custom peer group of companies from which the committee benchmarks our compensation program. Following a thorough review, the Compensation Committee determined that a new peer group should not be selected for fiscal 2019. Peer companies were selected based on a variety of criteria, including consumer products businesses, businesses with a strong brand focus, competitors for executive talent, andsimilarly-sized businesses in terms of revenues and market capitalization. For fiscal 2019, the Compensation Committee reviewed and approved the use of this custom peer group. Market compensation values are based on practices of the peer group. Each key component of compensation, including base salary, target annual bonus, target total cash compensation and target grant date value of long-term incentives, is benchmarked against this custom peer group.

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The custom peer group approved by the Compensation Committee for fiscal 2019 was unchanged from fiscal 2018 and is comprised of the following companies:

Results of 2019 Advisory Vote to Approve Executive Compensation

At our 2019 Annual Meeting of Shareholders held on February 1, 2019, we submitted a proposal to our shareholders for anon-binding advisory vote on our fiscal year 2018 compensation awarded to our named executive officers. Our shareholders approved the proposal with approximately 94% of the votes cast in favor of the proposal. We believe that the outcome of oursay-on-pay vote signals our shareholders’ support of the committee’s approach to executive compensation, specifically our efforts to attract, retain, and motivate our named executive officers.

We were pleased with our shareholders’ support of our fiscal year 2018 compensation program, and the committee continues to review our executive compensation practices to further align them with ourpay-for-performance philosophy and shareholder interests. We value the opinions of our shareholders and will continue to consider the outcome of futuresay-on-pay votes, as well as feedback received throughout the year, when making compensation decisions for our named executive officers.

Clawback Policy

Our Company reserves the right to recover, i.e. “clawback,” any overpayment of incentive compensation when (i) such incentive compensation was overpaid as a result of the restatement of the reported financial or operating results of our Company due tonon-compliance with financial reporting requirements under the securities laws and the restatement is not due to a change in accounting policy or applicable law, and (ii) the executive officer engaged in misconduct that caused or contributed, directly or indirectly, to thenon-compliance that resulted in the obligation to restate our Company’s reported results. The goal of our clawback policy is to remedy the misconduct and prevent its recurrence.

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Summary of Key Elements of Executive Compensation in Fiscal 2019

Principal Components of Named Executive Officer Compensation

Performance Measures Driving 2019 Compensation

Short-Term Incentive Plan