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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A


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LOGO


ENERGIZER HOLDINGS, INC.


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LOGO

ENERGIZER HOLDINGS, INC.

533 Maryville University Drive

St. Louis, Missouri 63141

Dear Shareholder:

You are cordially invited to attend



December 21, 2020
To our Fellow Shareholders

In 2020, we faced unprecedented business and societal challenges, and our Company and the Annual MeetingBoard of ShareholdersDirectors confronted them, including the risks presented by the COVID-19 pandemic. Throughout the year, the Board and executive leadership of Energizer Holdings, Inc.,collaborated closely to ensure the Company met its commitments to a broad range of stakeholders, including our colleagues, customers, the communities we operate in, suppliers, and of course our shareholders.
During the COVID-19 pandemic, my role as Independent Chairman was critical in facilitating appropriate board oversight of risks to our business. Alan Hoskins and I have been meeting frequently to ensure timely updates to and input from the Board.
We recently announced Alan’s planned retirement as Chief Executive Officer. The Company has benefited from Alan’s leadership and vision in innumerable ways over his 38-year tenure, and we are grateful for his contributions and insights. Our Board engaged in a very rigorous CEO succession process, culminating with our announcement in November of the appointment of Mark LaVigne, our President and Chief Operating Officer, to succeed Alan as CEO, effective as of January 1, 2021.
The Board of Directors, upon recommendation of the Nominating and Governance Committee, has also nominated Mark for election to the Board. This year’s Board nominees represent a wide range of backgrounds and expertise. We believe our diversity of experiences, perspectives, and skills contributes to the Board’s effectiveness in managing risk and providing guidance that positions Energizer for long-term success in a dynamically changing business environment.
On behalf of the independent directors, thank you for your continued confidence and support. We look forward to engaging with you at our annual meeting on February 1, 2021, which we will hold in a virtual format only, in support of the health and well-being of our shareholders.
Sincerely,

Patrick J. Moore
Independent Chairman

The past year has been a challenging one that no one could have predicted. However, our principles of ensuring colleague health and safety and preserving business continuity guided us well in our decision-making throughout the pandemic. We could not be held at 8:00 a.m. Central Timeprouder of our Energizer colleagues, who have been working tirelessly throughout this crisis.
We implemented many measures to protect the health and safety of those colleagues who were required to work on Monday, January 29, 2018, at Energizer World Headquarters, 533 Maryville University Drive, St. Louis, Missouri 63141.

In connection withsite. We had colleagues who could perform their responsibilities remotely work from home, modified work schedules, established alternating shifts, implemented health measures such as mandatory mask usage, improved site cleaning and segregated the Annual Meeting,workplace into logical work areas to limit physical interaction. Management regularly kept the Board apprised of our colleagues’ safety and developments across our global operations, which allowed us to react to market and legislative changes that occurred due to the pandemic. As a result of the Company’s continuous focus on health and safety and our colleagues’ commitment, we have prepared a Notice of Annual Meeting of Shareholders, a Proxy Statement,had minimal disruption to the business caused by colleague illness.

Thanks to our disciplined cash management and our 2017 Annual Report. On or about December 13, 2017,performance during the year, we began mailingchose not to furlough any colleagues as a result of the pandemic. We sought to empower our colleagues with regular, clear, and transparent communication from senior leadership offering guidance on our global policies while adapting to the guidance of local government and health authorities in the communities where our colleagues work and live. We were very focused on maintaining colleague morale and retaining key colleagues and believe that doing so was the best way to weather the uncertain environment without jeopardizing the Company’s long-term success.
Amidst the challenges, fiscal 2020 offered another year of organic growth, and Energizer delivered strong results for our shareholders, these materials orincluding a Noticereturn of Availability$147 million in the form of Proxy Materials containing instructions on howshare repurchases and dividends.
It has been an honor to access these materials online.

We encourage you to read the Proxy Statement and vote your shares. You may voteserve as CEO over the Internet,last five years. I am proud of what we, as a team, have accomplished for our shareholders, as well as by telephone, or, iffor our colleagues, customers and consumers, during my tenure as CEO. Thank you received or requested to receive printed proxy materials, by signing, datingfor your continued support and returning the proxy card enclosed with the proxy materialsinvestment in Energizer.

Sincerely,

Alan R. Hoskins
Chief Executive Officer

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Notice of 2021 Annual Shareholders’ Meeting
DATE
Monday, February 1, 2021
TIME
8 am, Central Time
HOW TO ATTEND
To support the health and well-being of our colleagues and shareholders, the 2021 Annual Shareholders’ Meeting will be virtual and held online via live audio webcast at www.virtualshareholdermeeting.com/ENR2021. Please see pages 5657 for additional information regarding accessing the meeting.
RECORD DATE
December 4, 2020
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON FEBRUARY 1, 2021
Our Proxy Statement and 2020 Annual Report to shareholders are available at http://investors.energizerholdings.com. We commenced mailing and are making available this Proxy Statement on December 21, 2020.
YOUR VOTE IS IMPORTANT
To make sure your shares are represented, please cast your vote as soon as possible in the postage-paid envelope provided. If you plan to attend the Annual Meeting, please bring the 2018 Annual Meeting Admission Ticket and proof of identification (such as a driver’s license or other photo identification).

Thank you for your investment in Energizer!

LOGO

ALAN R. HOSKINS

Chief Executive Officer

December 13, 2017


ENERGIZER HOLDINGS, INC.

533 Maryville University Drive

St. Louis, Missouri 63141

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of Shareholders of Energizer Holdings, Inc. will be held at 8:00 a.m. Central Time on Monday, January 29, 2018 at Energizer World Headquarters, 533 Maryville University Drive, St. Louis, Missouri 63141.

The purposeone of the meeting is:

following ways:
1)to elect four directors to serveone-year terms ending
INTERNET

Vote online at the Annual Meeting held in 2019, or until their respective successors are elected and qualified;www.proxyvote.com

2)
TELEPHONE


Vote by phone by calling (800) 690-6903
MAIL

If you have received a printed version of these proxy materials, you may vote by mail.
AT THE MEETING

Attend the annual meeting virtually.
See page 56 for additional details on how to ratifyattend.
ITEMS OF BUSINESS
1.
Election of the appointment11 director nominees named in this Proxy Statement
2.
Ratification of PricewaterhouseCoopers LLP as the Company’sselection of our independent registered public accounting firm for fiscal 2018;2021

3)
3.
to cast an
Non-binding, advisory vote onto approve executive compensation;compensation of our named executive officers

4)to vote to amend and restate the Company’s Second Amended and Restated Articles of Incorporation to remove supermajority provisions;

The Board recommends that you vote “FOR” each director nominee included in Proposal 1 and FOR” each of the other proposals. The full text of these proposals is set forth in the accompanying proxy statement.
We recommend that you review the information on the process for, and deadlines applicable to, act upon such other matters as may properly come beforevoting, attending the meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the 2018 Annual Meeting.We are mailing to many of our shareholdersmeeting and appointing a notice of availability over the Internetproxy under “Voting Procedures” on page 56 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. This process will reduce our costs to print and distribute our proxy materials. 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.

You may vote if you are a shareholder of record on November 28, 2017. It is important that your shares be represented and voted at the Annual Meeting. Please vote in one of the following ways:

statement.
USE THE FOLLOWING TOLL-FREE TELEPHONE NUMBER:1-800-690-6903, using the identification number indicated on the notice of availability or proxy card mailed to you;

VISITwww.proxyvote.com to vote via the Internet, using the identification number indicated on the notice of availability or proxy card mailed to you;

MARK, SIGN, DATE AND PROMPTLY RETURN the proxy card in the postage-paid envelope if you received or requested a paper copy of the proxy materials; OR

VOTE BY WRITTEN BALLOT at the Annual Meeting.

This Notice, the Proxy Statement, and the Company’s 2017 Annual Report to Shareholders have also been posted athttps://materials.proxyvote.com/29272W

By Orderorder of the Board of Directors,

LOGO

Benjamin J. Angelette

Deputy General Counsel &


HANNAH H. KIM
Chief Legal Officer and Corporate Secretary


December 13, 2017

21, 2020


Energizer Holdings, Inc. 2020 Proxy Statement  i

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PROXY STATEMENT
SUMMARY
This summary includes certain financial, operational, governance and executive compensation highlights. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
STRATEGIC OBJECTIVES
Page

Foundational core strategies set the tone and direction today and into the future
Leading with
Innovation is Key to
Success
Effectively Executing
Category
Fundamentals with
Excellence
Continuous
Improvements Drive
Productivity Gains
FISCAL 2020 FINANCIAL AND OPERATIONAL HIGHLIGHTS

Fiscal 2020 was an important year in transforming Energizer into a diversified household products leader in the battery, lights and auto care categories. We achieved our fifth consecutive year of organic growth while making tremendous progress integrating the acquired battery and auto care businesses.


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CORPORATE GOVERNANCE HIGHLIGHTS
Energizer has a history of strong corporate governance. We believe good governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies that serve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:
ACCOUNTABILITY
 Annual election of directors
 Directors are elected by majority vote
 All directors attended more than 75% of Board and
Committee meetings
 Limit on director membership on other public
company boards
INDEPENDENCE AND COMPOSITION
 Independent Chairman appointed by independent
directors
 9 of our 11 director nominees are independent
 Executive sessions held by independent directors at
each Board and Committee meeting
 Balance of new and experienced directors − 6 directors have tenures of more than 5 years and 5
directors have tenures of less than 5 years
 Average age of director nominees is 59
ETHICS AND COMPLIANCE
 Robust Code of Conduct and Supplier Code of Conduct
i
BEST PRACTICES
 Annual Board and Committee assessments, resulting in enhancements to Board and Committee composition
and practices
 Robust CEO and senior management succession and
development plans
 Dedication to Board refreshment and thoughtful director succession planning
ALIGNMENT WITH SHAREHOLDERS
 Meaningful stock ownership guidelines
 Prohibition of hedging, pledging or short sale transactions regarding Company stock
OVERSIGHT
 Board and each Committee is responsible for
overseeing risk for the Company
 The full Board oversees corporate strategy
 Oversight of cybersecurity (Audit Committee), human capital management (Human Capital Committee), inclusion and diversity (Human Capital Committee), and environmental, social and governance (Nominating and Governance Committee)
BOARD DIVERSITY
Our director nominees possess broad expertise, skills, experience and perspectives that will facilitate the strong oversight and strategic direction required to govern the Company’s business and strengthen and support senior management. As illustrated by the following chart, our director nominees include individuals with expertise in fields that align with the Company’s business and long-term strategy and reflect a mixture of tenures that allows for both new perspectives and continuity.


Energizer Holdings, Inc. 2020 Proxy Statement  iii

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BOARD NOMINEES

NAME
POSITION
AGE
TENURE
COMMITTEE
MEMBERSHIP

Proxy Statement—Voting Procedures


1
Patrick J. Moore
Independent Chairman, Energizer Holdings, Inc.
66
5 years

Item 1. Election of Directors


4
Carlos Abrams-Rivera
U.S. Zone President, Kraft Heinz Company
53
1 year
Finance and Oversight; Nominating and Governance

Information about Nominees and other Directors


5

The Board of Directors and Energizer’s Corporate Governance

10

Standing Committees and Meetings

10

Corporate Governance, Risk Oversight and Director Independence

11

Director Compensation

18

Item 2. Ratification of Appointment of Independent Auditor

19

Audit Committee Report

20

Executive Compensation

22

Compensation Discussion and Analysis

22

Compensation Policies and Practices as They Relate to Risk Management

40

Nominating and Executive Compensation Committee Report

41

Equity Compensation Plan Information

42

Summary Compensation Table

43

Grants of Plan-Based Awards

46

Outstanding Equity Awards at Fiscal Year End

48

Option Exercises and Stock Vested

50

Pension Benefits

51

Non-Qualified Deferred Compensation

52

Potential Payments upon Termination or Change in Control

55

Item 3. Advisory Vote on Executive Compensation

60

Item  4. Proposal to Amend and Restate the Company’s Second Amended and Restated Articles of Incorporation to Remove Supermajority Provisions

61

Stock Ownership Information

63

Additional Information

65

Certain Relationships and Related Transactions

65

Other Business

66

Delivery of Documents

66

Shareholder Proposals for 2019 Annual Meeting

67

Appendix A—Proposed Third Amended and Restated Articles of Incorporation

A-1

Appendix B—Reconciliation ofNon-GAAP Financial Measures

B-1


2017 PROXY SUMMARY

This summary highlights 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.

Annual Meeting of Shareholders

•        Time and date: 8:00 a.m., Central Time, January 29, 2018.

Place: Energizer World Headquarters, 533 Maryville University Drive, St. Louis, Missouri 63141.

Record Date: November 28, 2017.

Voting: Shareholders as of 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 parentheses

•        Election of four directors (FOR EACH NOMINEE).

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2018 (FOR).

Advisory vote on executive compensation (FOR).

Vote to amend and restate the Company’s Second Amended and Restated Articles of Incorporation to remove supermajority provisions (FOR).

Board nominees

Standing for election for a term expiring in 2019:

Bill G. Armstrong. Former
Retired Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition.Nutrition
72
5 years
Audit; Human Capital


Cynthia J. Brinkley
Retired Chief Administrative and Markets Officer, Centene Corporation
61
5 years
Human Capital (Chair); Nominating and Governance

Rebecca Frankiewicz
President, ManpowerGroup North America
49
1 year
Audit; Human Capital

Alan R. Hoskins
Chief Executive Officer, Energizer Holdings, Inc.
59
5 years
Finance and Oversight

Kevin J. Hunt
Retired Chief Executive Officer and President, Ralcorp Holdings, Inc.
69
5 years
Finance and Oversight (Chair); Human Capital

James C. Johnson. Former
Retired General Counsel, Loop Capital Markets LLC.LLC
68
5 years
Nominating and Governance (Chair)


W. Patrick McGinnis. Former Chairman of Nestlé Purina PetCare Company.
Mark S. LaVigne
President and Chief Operating Officer, Energizer Holdings, Inc.
49


Nneka L. Rimmer
President, Global Flavors & Extracts, McCormick & Company
49
2 years
Audit; Human Capital

Robert V. Vitale.
President and Chief Executive Officer, Post Holdings, Inc.
54
3 years
Audit (Chair); Finance and Oversight

Other directors

Term expiring in 2019:

J. Patrick Mulcahy. Chairman of
iv  Energizer Holdings, Inc. Former2020 Proxy Statement


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LEADERSHIP TRANSITIONS
On November 12, 2020, we announced that Alan Hoskins informed the Company’s Board of his decision to retire as Chief Executive Officer, effective January 1, 2021, and that the Board appointed Mark LaVigne, President and Chief Operating Officer of Energizer, to succeed Mr. Hoskins as the Company’s next CEO. Mr. Hoskins will serve as a special advisor to Company and, upon election at the 2021 Annual Shareholders’ Meeting, continue to serve as a director, until September 30, 2021. The Board has nominated Mr. LaVigne to stand for election as a director at the 2021 Annual Shareholders’ Meeting.
COMPENSATION HIGHLIGHTS
PAY FOR PERFORMANCE PHILOSOPHY
Our compensation philosophy is to pay for performance over the long term, as well as on an annual basis. Our executive compensation program provides a mix of salary, incentives, and benefits paid over time to align executive officer and shareholder interests. A majority of total variable compensation granted to named executive officers is deferred equity-based awards, further encouraging long-term growth.
The Human Capital Committee determined the following fiscal 2020 compensation for our CEO:

• Total compensation, inclusive of base salary and equity-based incentives, of $6.5 million

• Based on shareholder input and our Board’s assessment, pay components are unchanged from prior years

• 64.5% of Mr. Hoskins’ total compensation is variable and directly linked to company performance

• 70% of Mr. Hoskins’ equity-based incentives is performance restricted stock units based on sustained three-year average performance of key metrics (adjusted EPS and adjusted free cash flow)
CEO COMPENSATION


SAY ON PAY

Shareholders continued to show strong support for our executive compensation programs, with 99% of the votes cast for the approval of the “say on pay” proposal at our 2020 Annual Shareholders’ Meeting.
99%
Approval in 2020
COMPENSATION PRACTICES
Our Human Capital Committee believes that a well-designed, consistently applied compensation program is fundamental to long-term creation of shareholder value. The following table summarizes highlights of our compensation practices that drive our executive officer compensation program.
Align executive compensation with shareholder returns through performance-based equity incentive awards
Include caps on individual payouts in short-and long-term incentive plans
Balance short-term and long-term incentives
Use appropriate peer groups when establishing compensation
Retain independent compensation consultant
Adopted double-trigger equity vesting upon a change of control for awards under our Omnibus Incentive Plan
Conduct an annual “say on pay” advisory vote
Have clawback, anti-hedging and pledging policies
Conduct an annual compensation risk review and assessment
Have robust stock ownership requirements


Energizer Holdings, Inc. 2020 Proxy Statement  v

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OUR APPROACH TO SUSTAINABILITY
DOING THE RIGHT THING. At Energizer, our core value of integrity drives how we do business every day. Around the world, we aim to deliver results while ensuring we do it in a responsible manner. Through our five pillars of sustainability, we make choices to protect the availability of natural resources for generations to come, while continuously striving to create a safe, fair and inclusive environment for our colleagues and supporting the communities where we operate. Sustainability is a commitment we have made at the highest levels of the company. Energizer’s Nominating and Governance Committee has oversight over all environmental, social and governance issues.

Product Sustainability

Environmental Responsibility

Social Responsibility
From more responsible product development to packaging and recycling efforts, Energizer continues to develop ways to reduce the impact of our products on the environment.
Environmental sustainability is a core part of the way we do business to ensure consumers enjoy our products today without sacrificing tomorrow.
From our recruitment processes, pay practices to safety standards, we strive to create an environment where our colleagues feel respected, valued, and can contribute to their fullest potential.

Community Impact

Corporate Governance
Energizer believes in empowering our colleagues to support the communities where we work and play.
Energizer believes that strong governance principles, policies and practices contribute to better results for our shareholders.
OUR APPROACH TO LONG-TERM HUMAN CAPITAL MANAGEMENT
Energizer colleagues are passionate about working together to win. As one team we learn together, care about each other and do the right thing to deliver results. We’re on a journey to cultivate a culture that will drive our business and build a bright future for our brands, our products, our customers and our consumers. From change pulse checks to engagement surveys – which we conduct at least once per year through a third-party partner – and leadership forums, we seek out colleague feedback to improve our culture. Our culture champion network, with members in all of our major global markets, leads local and global efforts to create inclusive and diverse work environments and bring our values to life. To bring our colleagues together across multiple time zones and geographies, we leverage technology from Yammer communities to LinkedIn posts to a “cameras on” standard for video meetings, to create a global sense of community.
In 2020, we launched a new Global Inclusion & Diversity Council, sponsored by our Chief Executive Officer and Chief Human Capital Officer. This Council of 13 members represents locations, functions and business segments across the globe. Top priorities for the next two years include:
• A comprehensive inclusion and diversity learning and development plan to build awareness and drive inclusive behaviors
• A focus on developing our diversity pipeline through mentoring and coaching
vi  Energizer Holdings, Inc. 2020 Proxy Statement


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FREQUENTLY ACCESSED INFORMATION
FREQUENTLY USED TERMS & ABBREVIATIONS
2015 Plan
2015 Energizer Holdings, Inc. Equity Incentive Plan
ASC
Accounting Standards Codification
Executive Risk Committee
Executive Compliance and Risk Committee
FASB
Financial Accounting Standards Board
NEOs
Named Executive Officers
NYSE
New York Stock Exchange
Omnibus Incentive Plan
Energizer Holdings, Inc. Omnibus Incentive Plan
PCAOB
Public Company Accounting Oversight Board
PEP
Pension Equity Plan
PPMA
PensionPlus Match Account
PSU
Performance Share Units
PwC
PricewaterhouseCoopers LLP
RSU
​Restricted Stock Units
SEC
​Securities and Exchange Commission
SG&A
Selling, General and Administrative Expenses
Spin-Off
Spin-off of Energizer from its former parent company in July 2015

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CORPORATE GOVERNANCE

The Board is responsible for providing governance and oversight over the strategy, operations and management of Energizer. The primary mission of the Board is to represent and protect the interests of our shareholders. The Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. The Board has adopted Corporate Governance Principles, Committee charters and a Code of Business Conduct which, together with our Bylaws and Articles of Incorporation, form the governance framework for the Board and its Committees. The Board regularly (and at least annually) reviews its Corporate Governance Principles and other corporate governance documents and from time to time revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements and best practices. The Corporate Governance Principles and Committee Charters are available on our website at https://investors.energizerholdings.com/corporate-governance. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of the Board and each of its committees.
CORPORATE GOVERNANCE PRACTICES
We are committed to governance policies and practices that serve the interests of the Company and its shareholders. Over the years, our Board has evolved our practices in the interests of our shareholders. Our governance practices and policies include the following, among other things:
Independent, Effective Board Oversight
Independent Board Chair
All Committee Chairs are independent
9 of 11 director nominees are independent
All Committee members of our Audit, Human Capital and Nominating & Governance Committees are independent
Executive sessions at all Board and Committee meetings
The compensation consultant retained by the Human Capital Committee is independent of the Company and management
Annual Board and Committee evaluations
CEO regularly conducts one-on-one meetings with each director
Director orientation and continuing education programs for directors
Board Composition
Commitment to Board refreshment – added four highly qualified directors in the past three years and nominated an additional candidate for election by shareholders at 2021 Annual Shareholders’ Meeting
Average tenure of less than five years
Five of eleven director nominees are women and/or ethnically diverse
All candidates are evaluated and considered for their diversity, including gender, ethnic and diversity of background, expertise, and perspective, as well as our membership criteria
Clear membership criteria for all directors – integrity, independence, energy, forthrightness, analytical skills and commitment to devote the necessary time and attention to the Company’s affairs
Overboarding policy to ensure that directors are able to discharge their duties, taking into account principal occupations, memberships on other boards and attendance – directors may only serve on a total of five public company boards and sitting CEOs may serve only on three public company boards (including their own)

Energizer Holdings, Inc. 2020 Proxy Statement  1

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Shareholder Rights
All directors are elected annually
Directors are elected by majority vote
Right to call a special meeting and act by written consent for shareholders
Director Access
Directors have ability to engage outside experts and consultants and to conduct independent reviews
Directors have significant interaction with senior business leaders and access to other colleagues
Governance Best Practices
Clawback, Anti-Hedging and Pledging Policies
Share ownership requirements for directors and executive officers
Our Corporate Governance Principles are consistent with the Investor Stewardship Group’s corporate governance principles
Board oversight and ongoing engagement with senior management on key issues, including culture, human capital management, diversity and inclusion, pay equity, sustainability and political contributions
BOARD LEADERSHIP STRUCTURE
Our Board 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 appropriate. Currently, we have an Independent Chairman of the Board who is appointed annually by the independent directors. The roles of Chairman and Chief Executive Officer have been separate since 2015. Our Chief Executive Officer has primary responsibility for the operational leadership and strategic direction of the Company, while our Independent Chairman facilitates our Board’s independent oversight of management.
INDEPENDENT CHAIRMAN DUTIES
Mr. Moore currently serves as Independent Chairman of the Board. Key responsibilities include:
Calling meetings of the Board and independent directors
Chairing executive sessions of Edgewell Personal Care Company (Edgewell), our former parent company, from 2007 until the separation of its personal careindependent directors
Acting as a liaison between the independent directors and household products businessesthe chief executive officer
Influencing Board culture
Setting the Board meeting agendas in July 2015.

Alan R. Hoskins. President andconsultation with the other directors, the Chief Executive Officer and the Corporate Secretary
Acting as an advisor to the Chief Executive Officer
Leading the annual self-assessment of the Board
DIRECTOR INDEPENDENCE
Having an independent board is a critical element of our corporate governance. Our Corporate Governance Principles provide that a majority of our directors be independent. Our Board has adopted director independence guidelines to assist in determining each director’s independence. The guidelines either meet or exceed the independence requirements of the NYSE.
Each year and before a new director is appointed, the Board must affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. Annually, each director completes a detailed questionnaire that provides information about relationships that might affect the determination of independence. Management provides the Nominating and Governance Committee and Board with relevant known facts and circumstances of any relationship bearing on the independence of a director or nominee. The Nominating and Governance Committee then completes an assessment of each director and nominee, considering all known relevant facts and circumstances concerning any relationship bearing on the independence of a director or nominee. This process includes evaluating whether any identified relationship otherwise adversely affects a director’s independence and affirmatively determining that the director has no material relationship with the Company, another director, or as a partner, shareholder, or officer of an organization that has a relationship with the Company.
2  Energizer Holdings, Inc. since 2015.2020 Proxy Statement


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COMMITTEE COMPOSITION
Our Board has the following four Board Committees: (1) Audit, (2) Human Capital, (3) Finance and Oversight, and (4) Nominating and Governance. The fiscal 2020 membership and the function of each of the Board Committees are described below. Each of the Committees operates under a written charter adopted by the Board. During fiscal 2020, our Board held seven meetings. The Board has determined that each member of the Audit Committee, the Human Capital Committee and the Nominating and Governance 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.

Audit Committee
Members:
Bill G. Armstrong
Rebecca Frankiewicz
John E. Klein
Nneka L. Rimmer
Robert V. Vitale (Chair)

Meetings in Fiscal 2020: 5
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
Mr. Vitale is an audit committee financial expert.


Finance and Oversight Committee
Members:
Carlos Abrams-Rivera
Alan R. Hoskins
Kevin J. Hunt (Chair)
John E. Klein
Robert V. Vitale

Meetings in Fiscal 2020: 5
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. 2020 Proxy Statement  3

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Human Capital Committee
Members:
Bill G. Armstrong
Cynthia J. Brinkley (Chair)
Rebecca Frankiewicz
Kevin J. Hunt
Nneka L. Rimmer

Meetings in Fiscal 2020: 6

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.
Oversees 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 equity plans 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 Energizer Household Productsand other executive officers
Monitors management compensation and benefit programs and reviews principal employee relations policies
Assists the Board in reviewing the results of Edgewell, our former parent company,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 2012-2015.management regarding potential material risks, if any, created by the Company’s compensation policies and practices


Nominating and Governance Committee
Members:
Carlos Abrams-Rivera
Cynthia J. Brinkley
James C. Johnson (Chair)

Meetings in Fiscal 2020: 4
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
Oversees environmental, social and governance risks
Administers our stock ownership guidelines
Conducts the annual self-assessment process of the Board and its committees
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Energizer Holdings, Inc.2017 Proxy Statement(i)


2017 PROXY SUMMARY

MANAGEMENT SUCCESSION PLANNING
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.

Kevin J. Hunt. Former President and
Our Independent Chairman oversees the process for the Chief Executive Officer succession and leads, at least annually, the Board’s discussion of Ralcorp Holdings, Inc.

Patrick J. Moore. President and Chief Executive Officer succession planning. Our Chief Executive Officer reviews with the Board development plans for successors of PJM Advisors, LLC.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.

Effective on January 1, 2021, Energizer’s Board elected Mark LaVigne to succeed Alan Hoskins as CEO following Mr. Hoskins’ announcement of his retirement after five years as the Company’s CEO. Mr. LaVigne’s appointment is the result of our Board’s active engagement in a thoughtful and comprehensive multi-year succession planning process led by our Independent Chairman, the Chair of our Human Capital Committee and the Chair of our Nominating and Governance Committee. Our Board determined that Mr. LaVigne’s proven track record of driving continued growth and performance improvement in our businesses, as well as his deep understanding of our markets, uniquely positioned him to lead our businesses in our Company’s next phase of growth.
BOARD AND COMMITTEE ASSESSMENT
The Board and each Committee conducts an annual self-evaluation to assess effectiveness and consider opportunities for improvement. The self-evaluation process is managed by the Nominating and Governance Committee. The Independent Chairman of the Board as well as each Committee Chair leads the Board and Committee in a robust assessment on an annual basis.

Term expiring in 2020:
ANNUAL
PROCESS
INITIATION
>
The Nominating and Governance Committee initiates the annual Board and committee director evaluation process and presents the proposed approach to the Board for comment.

WRITTEN QUESTIONNAIRES
>
After review and approval by the Nominating and Governance Committee, written questionnaires are sent to all directors; the questionnaires focus on:
• Effectiveness of the Board’s leadership and Committee structure
• Quality of Board materials and agendas
• Engagement of and preparation by Board and Committee members
• Board and Committee composition and succession planning
• Board and Committee culture and dynamics, including the effectiveness of
discussion and debate at meetings.

REview
>
The Nominating and Governance Committee Chair and Independent Chairman review the directors’ responses to the Board Questionnaire, and each Committee Chair reviews the directors’ responses to the committee questionnaires.

Feedback
>
The Nominating and Governance Committee Chair and Independent Chairman lead a discussion with the Board and provide a summary of the directors’ responses to the Board and Committee questionnaires. Each Committee Chair also leads a discussion with each Committee and provides a summary of the Committee members’ responses to the Committee questionnaires.

CONTINUOUS IMPROVEMENT
>
The Board incorporates the feedback into enhancements relating to oversight, structure, composition and meetings.


Cynthia J. Brinkley. President and Chief Operating Officer for Centene Corporation.
Energizer Holdings, Inc. 2020 Proxy Statement  5

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ENHANCEMENTS MADE IN RESPONSE TO BOARD AND COMMITTEE SELF-ASSESSMENTS
In response to feedback solicited from our Board and Committees, we continue to:
Streamline meeting materials to better highlight important information and provide timely updates, as needed
Refine meeting structure to allow sufficient time during Board and Committee meetings for discussion, debate and executive sessions
Evolve the matrix of Board skills and experiences needed to support the long-term strategy
Identify additional areas including the competitive environment digital economy and capital allocation strategy, which the Board would like to review and understand in detail
Enhance our governance documents, including recent revisions to our Finance and Oversight Committee Charter
Add to the range of information on human capital management-related topics at the Board and Committee level
DIRECTOR SUCCESSION PLANNING PROCESS
The Nominating and Governance Committee regularly reviews the composition of the Board, including the qualifications, expertise and characteristics that are represented in the current Board as well as the criteria it considers needed to support Energizer’s long-term strategy. After an in-depth review of the candidates, the Nominating and Governance Committee recommends candidates to the Board in accordance with our Articles of Incorporation, Bylaws, our Corporate Governance Principles and the criteria adopted by the Board regarding director candidate qualifications. After careful review and consideration, the Board will nominate candidates for election, or re-election, at our Annual Shareholders’ Meeting. The Board may appoint a director to the Board during the course of the year to serve until the Annual Shareholders’ Meeting.

The Nominating and Governance Committee identifies potential candidates for first-time nominations as directors through various sources, including recommendations it receives from the following:
Current and former Board members,
Third-party search firms, and
Shareholders and other stakeholders.
The Nominating and Governance Committee has the authority to engage a third-party search firm to identify and provide information on potential candidates. A key objective of the Nominating and Governance Committee in connection with its identification of potential director candidates is to use multiple sources and actively seek out qualified women and ethnically diverse candidates in order to have a diverse candidate pool for each search the Board undertakes.
6  Energizer Holdings, Inc. 2020 Proxy Statement
John E. Klein. Former President of Randolph College.


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SHAREHOLDER ENGAGEMENT
We conduct shareholder engagement throughout the year and provide shareholders with an opportunity to cast an annual, advisory Say on Pay vote. Our historical Say on Pay results influenced our decision to maintain a consistent approach to our executive compensation program for fiscal 2020. Last year, our shareholders overwhelmingly approved our executive compensation. The Human Capital Committee will continue to consider shareholder feedback and the outcome of Say on Pay vote results for future compensation decisions.
We have a robust shareholder and stakeholder engagement program. Our integrated outreach team engages proactively with our shareholders and other stakeholders, including our colleagues, customers, consumers, suppliers and the communities where we operate. Our outreach team monitors developments in corporate governance and social responsibility, and, in consultation with our Board, thoughtfully adopts and applies developing practices in a manner that best supports our business and our culture. We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis.
All directors except Mr. Vitale have served since July 2015. Messrs. Armstrong, Johnson, Klein, McGinnis and Mulcahy served
This year, as directorspart of our former parent company priorrecurring engagement with shareholders, our outreach included, among other things, an update on our Board composition. Our engagement activities have produced valuable feedback that helps inform our decisions and strategy, when appropriate.


BROAD RANGE OF BUSINESS AND
GOVERNANCE TOPICS
  • Business Strategy
  • Operations
  • Risk Management
  • Human Capital Management
  • Executive Officer Succession
  • Board Refreshment
  • Sustainability
BOARD OVERSIGHT OF STRATEGY
The Board is responsible for providing governance and oversight regarding the strategy, operations and management of the Company. Acting as a full Board and through the Board’s four standing committees, the Board is involved in the Company’s strategic planning process. Each year, the Board holds a strategy planning meeting during which members of senior leadership present the Company’s overall corporate strategy and seek input from the Board. At subsequent meetings, the Board continues to review the Company’s progress against its strategic plan. In addition, throughout the year, the Board will review specific strategic initiatives where the Board will provide additional oversight. The Board is continuously engaged in providing oversight and independent business judgment on the strategic issues that are most important to the Company.

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BOARD OVERSIGHT OF RISK
Our Board is responsible for, and committed to, the oversight of the business and affairs of our Company. In carrying out this responsibility, our Board advises our senior management to help drive long-term value creation for our shareholders and oversees management’s efforts to ensure that our expectations are appropriately communicated and embraced throughout the Company.
The Board, acting both directly and through its Committees, is actively involved in oversight of the significant risks affecting our business. The Board and its Committees’ risk oversight activities are informed by our management’s risk assessment and risk management processes. Our Board monitors our “tone at the top” and risk culture and oversees emerging strategic risks. Risk management is overseen by our Board through the Board’s Committees. Each Committee provides regular reports to the Board regarding matters reviewed at their Committee meetings. In particular, each Committee focuses on overseeing the following risks:
BOARD

AUDIT
HUMAN CAPITAL
FINANCE AND
OVERSIGHT
NOMINATING AND
GOVERNANCE
• 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
• Inclusion and diversity
• Compensation and
benefits risk
• Talent risk
• CEO and Executive Officer management performance and succession planning
• Market risk
• Insurance risk
• Liquidity risk
• Credit risk
• Capital allocation risk
• Capital investment
• Tax Structure
• Board effectiveness
• Board governance
practices
• Board succession
• Political participation
and contributions
• Environmental, social and governance risks
MANAGEMENT
The Board’s role in risk oversight is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure and the Board, directly and through its Committees, providing oversight in connection with those efforts, with particular focus on the most significant risks facing the Company. Management meets regularly to discuss our business strategies, challenges, risks and opportunities and reviews those items with the Board at regularly scheduled meetings.
The risk oversight responsibility of the Board and its Committees is enabled by management evaluation and 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, legal and compliance risks is the responsibility of operational and executive leadership of the Company.
Management has established a comprehensive risk management process that is primarily managed by the Executive Compliance and Risk Committee (the “Executive Risk Committee”) and the Compliance and Risk Subcommittee (the “Risk Subcommittee”). Each committee is sponsored by our Chief Financial Officer and co-led by our Director of Global Ethics and Compliance and our Vice President, Internal Audit.
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SENIOR MANAGEMENT
EXECUTIVE RISK
COMMITTEE
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 July 2015.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.

Independent registered public accounting firm

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 recommends that shareholders ratify the appointment of PricewaterhouseCoopers LLP as our independent registered accounting firm for fiscal 2018.

Advisory vote on executive compensation

The Board recommends that shareholders approvewith regard to these matters on an advisory basisannual 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 compensationpractical implementation of our named executive officers. Our Board recommends a FOR vote because we believecompliance 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 our compensation program achieves its objectivewould reasonably mitigate risks;
verify the results of rewarding management based upon its success in increasing shareholder value.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.

Proposal

RESPONDING TO THE COVID-19 PANDEMIC

Our principles of ensuring colleague health and safety and preserving business continuity guided us well in our decision-making throughout the pandemic. We addressed risks quickly and deployed mitigation plans executed by empowered local teams.

Throughout this crisis, our Board has been in regular contact with management, and the Board has convened several special meetings to Amendadvise management as it responds to COVID-19. Among other things, the Board has reviewed our key strategic initiatives to increase and Restatepreserve our liquidity and financial flexibility, fortify our balance sheet, manage supply chain issues, and mitigate the unique risks presented by COVID-19 and its effect on global markets.

Beyond the full Board’s involvement, our Board Committees have been addressing COVID-19 related risks, including
 • Internal controls and reporting (Audit Committee)
 • Liquidity (Finance and Oversight Committee)
 • Compensation, culture and colleague health and safety (Human Capital Committee)

Energizer Holdings, Inc. 2020 Proxy Statement  9

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CODE OF CONDUCT
At Energizer, our values are the foundation for all that we do, and we work hard to be the best and play by the rules, while valuing every colleague and partner that makes up our team. Our Code of Conduct is based on our Company values and serves as the foundation for our individual actions and decisions as colleagues. Our Code of Conduct applies to all colleagues, including our Board and senior management, and we require our Board and all colleagues, including our senior management, to adhere to the Code of Conduct in discharging their work-related responsibilities and annually acknowledge their review of and compliance with the Code. Our Code of Conduct is periodically reviewed and amended by the Board. Our Ethics & Compliance program is directed by our Director of Global Ethics & Compliance, who oversees the training on and enforcement of the Code of Conduct. We provide live and web-based training on specific aspects of the Code of Conduct and specific ethics and compliance risk areas. Colleagues are expected to report any conduct they believe in good faith to be a violation of the Code of Conduct, and we do not tolerate retaliation against anyone who makes such a report. The Code of Conduct is posted on our website at https://investors.energizerholdings.com/corporate-governance. We will disclose on our website any future amendments of the Code of Conduct or any waivers granted to our executive officers from any provision of the Code of Conduct.
Our commitment to our values will help us continue to lead in the markets where we work and make our brand globally known and respected.
We also have a Supplier Code of Conduct which 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. We hold our suppliers to a high standard and use a risk-based approach to audit suppliers for ongoing compliance with the Supplier Code of Conduct.
COMMUNICATING CONCERNS TO THE BOARD
Any shareholder may communicate directly with our Board, any Committee of our Board, any individual Director (including the Independent Chairman and the Committee Chairs) or the non-employee Directors as a group, by writing to:

Corporate Secretary
Energizer Holdings, Inc.
533 Maryville University Drive
St. Louis, MO 63141
Energizer’s Corporate Secretary reviews all correspondence addressed to our Directors and provides the Board with copies of all communications that deal with the functions of our Board or its committees, or that otherwise require Board attention. Concerns relating to our financial statements, accounting practices, internal controls or violations of our Code of Conduct are addressed in accordance with the procedures outlined in our Code of Conduct, which is available on our website at http://investors.energizerholdings.com/corporate-governance and are forwarded to the Chair of the Audit Committee.
10  Energizer Holdings, Inc. 2020 Proxy Statement


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BOARD OF DIRECTORS

DIRECTOR NOMINATION, CRITERIA, QUALIFICATIONS AND EXPERIENCE
Energizer, a global branded consumer products company, is one of the world’s largest manufacturers and distributors of primary batteries, portable lights and auto care appearance, performance, refrigerant and fragrance products. The Nominating and Governance Committee is responsible for recommending candidates for election to our Board of Directors, consistent with the skills and experience required of the Board in exercising its oversight function and strategic priorities in addition to the requirements for membership set forth in our Corporate Governance Principles.
For all directors, we require integrity, energy, forthrightness, analytical skills and commitment to devote the necessary time and attention to the Company’s Second Amendedaffairs. In evaluating the suitability of individual director candidates, our Board considers many factors, including educational and Restated Articlesprofessional background; personal accomplishments; industry experience; and diversity on the basis of Incorporationrace, color, national origin, gender, religion, disability and sexual orientation. The Nominating and Governance Committee works with our search firm to Remove Supermajority Provisions

ensure the candidate slate provided to the Committee includes diverse candidates.

Directors should be able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board Committee member, including developing and maintaining sufficient knowledge of the Company and its industries; reviewing and analyzing reports and other information important to the Board and Committee responsibilities; preparing for, attending and participating in Board and Committee meetings; and satisfying appropriate orientation guidelines. The Nominating and Governance Committee is also responsible for articulating and refining specific criteria for Board and Committee membership to supplement the more general criteria.
KEY CRITERIA
✔ Engaged
✔ High personal integrity
✔ Free of potential conflicts of
interest; independent
✔ Willingness to challenge and stimulate management
✔ Ability to devote sufficient time to serve
✔ Commitment to representing the interests of all shareholders
The Board does not believe that directors should expect to be re-nominated annually. In determining whether to recommend a director for re-election, the Nominating and Governance Committee considers the director’s participation in and contributions to the activities of the Board, the results of the most recent Board self-assessment, and meeting attendance.
When the Nominating and Governance Committee recruits new director candidates, that process typically involves either a search firm or a member of the Nominating and Governance Committee contacting a prospect to assess interest and availability. A candidate will then meet with members of the Board and the Chief Executive Officer, and, as appropriate, with members of management. At the same time, the Committee and the search firm will contact references for the candidate. A background check is completed before a final candidate recommendation is made to the Board.
The Nominating and Governance Committee also considers shareholder recommendations for candidates for the Board of Directors using the same criteria described below. Additional information can be found in the section “Shareholder Proposals for the 2022 Annual Shareholders’ Meeting.
The Board determined that all of our nominees other than Mr. Hoskins and Mr. LaVigne are independent within the meaning of Energizer’s independence standards (which may be found in our Corporate Governance Principles) and applicable NYSE rules.

Energizer Holdings, Inc. 2020 Proxy Statement  11

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We have 11 nominees for the Board of Directors, 10 of whom serve on our current Board of Directors.
In connection with the Board’s appointment of Mr. LaVigne as Chief Executive Officer, effective January 1, 2021, the Board nominated Mr. LaVigne as a director candidate for election at the 2021 Annual Shareholders’ Meeting.
John Klein, who reached the director retirement age under the Company’s Corporate Governance Principles, retired in November 2020 after five years of service. We thank Mr. Klein for his service and substantial contributions to the Board, the Company and our shareholders.
DIRECTOR NOMINEE QUALIFICATIONS, EXPERTISE AND ATTRIBUTES

12  Energizer Holdings, Inc. 2020 Proxy Statement


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PROPOSAL
1
Election of Directors
The Board recommends a vote FOR the amendment and restatement of the Company’s Second Amended and Restated Articles of Incorporation to remove supermajority provisions. this proposal.

Our compensation guiding principles

Our primary compensation strategy is “Pay for Performance” which drives a mindset of accountability and productivity. Our compensation guiding principles are to structure executive compensation that is simple, aligned and balanced:

Simple—Compensation methods should be transparentSet forth in this section are each nominee’s name, age, principal occupation, business experience, and minimize perquisites. The linkage between metricsother current and business goals should be clear.

Aligned—An executive’s total compensation package should reflect strong alignment with shareholder interests.

Balanced—The componentsprior public company directorships held during the past five years. We also discuss the qualifications and skills that led our Board to nominate each person for election as a director. All of compensation should complement each other and offset risk of overemphasis in any one area.

We believe our guiding principles are strongly aligned with our corporate strategic priorities and our vision for shareholder value creation.



(ii)Energizer Holdings, Inc.2017 Proxy Statement


2017 PROXY SUMMARY

Key elements of our compensation program

Aggregate pay package. Our aggregate pay packages are targeted at the 50th percentile for our peer group.

Annual cash bonus program. In fiscal 2017, bonuses were payable based on the following components, related to the achievement ofpre-determined Company targets:

¡      25% related to adjusted free cash flow;

¡      25% related to adjusted net sales;

¡      25% related to adjusted SG&A as % of net sales; and

¡      25% related to adjusted operating profit.

Three-year equity awards. In fiscal 2017, we awarded restricted stock equivalents with a three-year vesting period. 70% of the award is performance-based and vests based only upon achievement ofpre-determined performance targets of two metrics: (i) cumulative adjusted earnings per share, and (ii) cumulative free cash flow as a percentage of adjusted net sales. The remaining portion vests on the third anniversary of the grant if the recipient remains employed with the Company.

Supplemental retirement plans. Our executives participate in the retirement plans available for all employees; the supplemental retirement plans restore retirement benefits otherwise limited by federal law.

Severance and other benefits following change of control. We do not provide employment agreements to any of our named executive officers. We have, however, entered into change of control employment agreements with each of the named executive officers at the time they became executive officers which was as of the legal separation from our former parent company via atax-freespin-off on July 1, 2015 (the“Spin-Off”). Under these agreements, executives are entitled to benefits in the event of a change of control only if they are involuntarily terminated (or resign for good cause) following a change of control of the Company.



Energizer Holdings, Inc.2017 Proxy Statement(iii)


PROXY STATEMENT—VOTING PROCEDURES

YOUR VOTE IS VERY IMPORTANT

The Board of Directors is soliciting proxiesthe nominees agreed to be used at the 2018 Annual Meeting. This proxy statement, the form of proxy and the Company’s 2017 Annual Report to Shareholders will be available at https://materials.proxyvote.com/29272W beginning on December 13, 2017. A Notice Regarding the Availability of Proxy Materials will be mailed to shareholders on or about December 13, 2017.

How to Receive Printed Materials

We have elected to take advantage of the Securities and Exchange Commission’s (the “SEC”) rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite 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 13, 2017, we mailed to many of our shareholders a Notice containing instructions on how to access our proxy statement and annual report online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. However, the Notice contains instructions on how to receive a paper copy of the materials.

Who Can Vote

Record holders of Energizer Holdings, Inc. common stock on November 28, 2017 may vote at the meeting and any adjournment or postponement thereof. On November 28, 2017, there were 59,883,164 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 record holders:

Voting by Mail. If you choose to vote by mail, complete a proxy card, date and sign it, and return it in the postage-paid envelope provided (if you received a paper copy of the proxy materials) or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Voting by Telephone. 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.

Voting by Internet. 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.

Voting by written ballot at the meeting.

Please note that if you are a record holder and plan to vote in person at the meeting, you should bring the attached 2018 Annual Meeting Admission Ticket with you, as well as 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.

How You May Revoke or Change Your Vote

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

sending written notice of revocation to our Corporate Secretary;

submitting another proper proxy by telephone, Internet or mail; or

attending the Annual Meeting and voting in person.

Energizer Holdings, Inc.2017 Proxy Statement1


PROXY STATEMENT—VOTING PROCEDURES

General Information on Voting

You are entitled to cast one vote for each share of common stock you own on the 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’s common stock entitled to vote at the meeting is necessary to constitute a quorum.

The election of each director nominee, the ratification of the Company’s independent registered public accounting firm for 2018 and the approval of executive compensation bynon-binding vote 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.

The amendment and restatement of the Company’s Second Amended and Restated Articles of Incorporation must be approved by the holders of record oftwo-thirds of the outstanding shares of common stock of the Company then entitled to vote generally in the election of directors.

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 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 or director nominee. Therefore, any proxy marked “against” or “abstain” will have the effect of a vote against a nominee and against each proposal.

While the shareholder vote on executive compensation is advisory and not binding on the Company, the Board of Directors and the Nominating and Executive Compensation Committee, which is responsible for administering the Company’s 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 vote when making future compensation decisions for our named executive officers.

All shares for which proxies have been properly submitted 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.

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 this Proxy Statement went to press, no other matters had been raised for consideration at the Annual Meeting.

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 vote to amend and restate the Company’s Second Amended and Restated Articles of Incorporation are considered“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 (Item 2 of this Proxy Statement). If the broker, bank or

2Energizer Holdings, Inc.2017 Proxy Statement


PROXY STATEMENT—VOTING PROCEDURES

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 and the advisory vote on executive compensation, but will have the effect of votes “against” the amendment and restatement of the Company’s Second Amended and Restated Articles of Incorporation.

Costs of Solicitation

We will pay for preparing, printing and mailing this proxy statement. We have engaged Laurel Hill to help solicit proxies from shareholders (in person, by phone or otherwise) for a fee of $7,500 plus expenses. Proxies may also 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 2017, except as described below:

In July 2017, one of our executive officers (Susan K. Drath, our Chief Human Resource Officer) filed a late Form 4 reporting five transactions representing acquisitions of Energizer shares pursuant to an automatic dividend reinvestment plan implemented in her brokerage account.

Energizer Holdings, Inc.2017 Proxy Statement3


ITEM 1. ELECTION OF DIRECTORS

Our Board of Directors currently consists of ten members, and four directors are nominated for election at the 2018 Annual Meeting. At the 2017 Annual Meeting, the shareholders voted to amend and restate the Amended and Restated Articles of Incorporation of the Company that resulted in aphased-in elimination of the classified board. Our Board of Directors currently consists of three classes: one class consisting of two directors, as a result of the retirement of John R. Roberts on January 30, 2017, whose terms of service expire at the 2020 Annual Meeting, one class consisting of four directors whose terms of service expire at the 2019 Annual Meeting, and one class consisting of four directors nominated for election at the 2018 Annual Meeting. If elected, following this Annual Meeting, eight directors will have terms expiring at the 2019 Annual Meeting.

Four directors will be elected at the 2018 Annual Meeting to serveone-year terms expiring at our Annual Meeting in 2019. The Board has nominated Bill G. Armstrong, James C. Johnson, W. Patrick McGinnis and Robert V. Vitale for election as directors at this meeting. Each nominee is currently serving as a director and has consented to serve for aone-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 the Board may nominate in his 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.

elected.

The Board of Directors recommends a vote FOR the election of these nominees as directors of the Company.

4Energizer Holdings, Inc.2017 Proxy Statement


INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS

Please review the following information about the nominees and other directors continuing in office. The ages shown are as of December 31, 2017.


Carlos Abrams-Rivera
U.S. Zone President, Kraft Heinz
Age: 53
Director since 2020

LOGO


Independent Director
Energizer Committees:
Finance and Oversight
Committee
Nominating and
Governance Committee

Other Public Company Board(s): NONE

BILL G. ARMSTRONG,

Mr. Abrams-Rivera is U.S. Zone President at The Kraft Heinz Company, one of the largest global food and beverage companies with approximately $25 billion in net sales. Prior to his current role at Kraft Heinz, Mr. Abrams-Rivera served as Executive Vice President Campbell Soup Company and President, Campbell Snacks. Prior to that, Mr. Abrams-Rivera was President, Pepperidge Farm where he led the turnaround of the business and led the strategic work that led to the company’s snack strategy and acquisition of Snyder’s Lance. 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 critical to helping Energizer build long-term shareholder value.


Bill G. Armstrong
Retired Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition
Age: 72
Director sinceSince 2015 Age 69

(Standing for Election at this meeting for a term expiring in 2019)


Independent Director
Energizer Committees:
Audit Committee
Human Capital Committee

Other Public Company Board(s): NONE
Mr. Armstrong is a private equity investor and a former director of Ralcorp Holdings, Inc. and Edgewell Personal Care Company (Edgewell), our former parent company.

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.


Energizer Holdings, Inc. 2020 Proxy Statement  13

TABLE OF CONTENTS



Cynthia J. Brinkley
Retired Chief Administrative and Markets Officer, Centene Corporation
Age: 61
Director Since 2015

LOGO


Independent Director
Energizer Committees:
Human Capital Committee
(Chair)
Nominating and
Governance Committee

Other Public Company
Board(s):
• Ameren Corporation

JAMES C. JOHNSON, Director since 2015, Age 65

(Standing

Ms. Brinkley was Chief Administrative and Markets Officer for Election at this meeting forCentene Corporation, a term expiring in 2019)

Mr. Johnsongovernment services managed care company from June 2018 until February 2019. Ms. Brinkley served as General CounselPresident and Chief Operating Officer of Loop Capital Markets LLC, a financial services firm,Centene from November 20102017 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, includingJune 2018, Executive Vice President, Global Corporate SecretaryDevelopment of Centene from January 2016 until November 2017 and Assistant General Counsel from 2003 until 2007, andas Executive Vice President, International Operations and Assistant General Counsel, Commercial AirplanesBusiness Integration of Centene from 2007November 2014 until January 2016. Prior to his retirementjoining Centene in March 2009. He is also a director of Ameren Corporation, Hanesbrands Inc. and Edgewell.

As a former General Counsel of a financial services firm and a former2014, Ms. Brinkley was Vice President Corporate Secretaryof Global Human Resources for General Motors from 2011 to 2013. Prior to GM, she was Senior Vice President of Talent Development and Assistant General CounselChief Diversity Officer for AT&T from 2008 to 2011. Ms. Brinkley worked for SBC Communications from 1986 to 2008, lastly as President of an aerospaceSBC / AT&T Missouri, when SBC Communications acquired AT&T.

Skills and defense firm, Mr. Johnson provides our board with extensive executiveExperience:
• Executive Management
• Financial Literacy
• Public Company Experience
• Business Operations
• International
• M&A/Capital Markets
• Public Relations
• Human Capital Management
• Legal & Regulatory
Ms. Brinkley brings significant experience in communications and human capital management and leadership experience, as well as strong legal, compliance, risk management, corporate governanceextensive experience as a senior executive at Fortune 10 and compensation skills.

Energizer Holdings, Inc.2017 Proxy Statement5


INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS

LOGO

W. PATRICK MCGINNIS, Director since 2015, Age 70

(Standing for Election at this meeting for a term expiring in 2019)

Mr. McGinnis served as Chairman of Nestlé Purina PetCare Company from January 2015 until his retirement in January 2017. Mr. McGinnis served as Chief Executive Officer and President of Nestlé Purina PetCare Company, a pet foods company, from 2001 through January 1, 2015. From 1980 to 1999, he served in various roles of increasing responsibility at Ralston Purina Company, including President and Chief Executive Officer. Mr. McGinnis serves on the Board of Caleres, Inc. and is a former director of Edgewell, our former parent company.

Mr. McGinnis has over forty years of experience in consumer products industries, including almost twenty years as chief executive of the Purina pet food business. As a result, he has expertise with respect to marketing and other commercial issues, competitive challenges, and long-term strategic planning, as well as valuable perspectives with respect to potential acquisitions of consumer products businesses that make him an invaluable member of our Board.

LOGO

ROBERT V. VITALE, Director since 2017, Age 50

(Standing for Election at this meeting for a term expiring in 2019)

Mr. Vitale is President and Chief Executive Officer of Post Holdings, Inc. Post is a nearly $6 billion diversified food company with leading positions in ready to eat cereal, value added egg products, sports nutrition and various private brand 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 Group, LLC, a consumer products private equity firm (1996-2006). He managed Corporate Finance at Boatmens Bancshares (1994-1996), and started his career at KPMG in 1987.

Mr. Vitale’s strong leadership, deep M&A expertise and accounting and financial background, along with his knowledge of consumer products businesses, brings critical expertiseFortune 200 companies to our Board of Directors.

Directors and provides the Board with a unique perspective on high-profile issues facing our core businesses.


Rebecca Frankiewicz
President, ManpowerGroup North America
Age: 49
Director since 2020

Independent Director
Energizer Committees:
Audit Committee
Human Capital Committee

Other Public Company Board(s): NONE
In 2017, Ms. Frankiewicz joined ManpowerGroup, a world leader in innovation 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 company provides the Board with insight on human capital management issues, including recruitment, retention and inclusion and diversity.
14  Energizer Holdings, Inc. 2020 Proxy Statement


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6



Alan R. Hoskins
Chief Executive Officer, Energizer Holdings, Inc.2017 Proxy Statement


INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS

Age: 59
Director Since 2015

LOGO


Energizer Committee:
Finance and Oversight
Committee

Other Public Company Board(s): NONE

J. PATRICK MULCAHY, Director since 2015, Age 73

(Continuing in office—term expiring in 2019)

Mr. Mulcahy has served as Chairman of Energizer’s Board of Directors since July 2015 and served as Chairman of the Board of Edgewell, our former parent company, from 2007-2015. He served as Vice Chairman of the Board of our former parent company from January 2005 to January 2007, and prior to that time served as Chief Executive Officer of our former parent company from 2000 to 2005, and as Chairman of the Board and Chief Executive Officer of Eveready Battery Company, Inc. from 1987 until his retirement in 2005. He is a former director of Ralcorp Holdings, Inc., Solutia, Inc. and Hanesbrands Inc.

Mr. Mulcahy has over 40 years of experience in consumer products industries, including almost 20 years as chief executive of Energizer’s battery business. He 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.

LOGO

ALAN R. HOSKINS, Director since 2015, Age 56

(Continuing in office—term expiring in 2019)

Mr. Hoskins has been President and Chief Executive Officer of Energizer Holdings, Inc. since July 2015. Mr. Hoskins will be retiring as Chief Executive Officer, effective January 1, 2021, and will serve as special advisor through September 30, 2021. Prior to his current position, he served as President and Chief Executive Officer, Energizer Household Products of Edgewell Personal Care Company, 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.

Energizer



Kevin J. Hunt
Retired Chief Executive Officer and President, Ralcorp Holdings, Inc.2017 Proxy Statement7


INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS

Age: 69
Director Since 2015

LOGO


Independent Director
Energizer Committees:
Finance and Oversight
Committee (Chair)
Human Capital Committee

Other Public Company
Board(s):
• Clearwater Paper
Company

KEVIN J. HUNT,Director since 2015, Age 66

(Continuing in office—term expiring in 2019)

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 asCo-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. Mr. Hunt
He currently serves as a director of the Clearwater Paper Corporation. HeSenior Advisor to C.H. Guenther & Son Inc. and previously served as a consultant to Treehouse Foods and on the advisory Board of theVi-Jon Company, owned by Berkshire Partners. He is a former directorMr. Hunt also serves on the Board of Ralcorp Holdings, Inc.

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


Energizer Holdings, Inc. 2020 Proxy Statement  15

TABLE OF CONTENTS


James C. Johnson
Retired General Counsel, Loop Capital Markets LLC
Age: 68
Director Since 2015

LOGO


Independent Director
Energizer Committee:
Nominating and
Governance Committee (Chair)

Other Public Company
Board(s):
• Ameren Corporation
• Hanesbrands Inc.
• Edgewell Personal Care Company

PATRICK J. MOORE,Director

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.


Mark S. LaVigne
President and Chief Operating Officer
Age: 49

Other Public Company Board(s): NONE
Mr. LaVigne has served as Energizer’s President since November 2019 and Energizer’s Chief Operating Officer since 2015 Age 63

(Continuingand will serve as Energizer’s Chief Executive Officer, effective January 1, 2021. He previously served as Executive Vice President from 2015 to November 2019. Mr. LaVigne was with our former parent company since 2010. Mr. LaVigne led our Spin-off from our former parent company in office—term expiring2015, in 2019)

addition to serving as Vice President, General Counsel and Secretary. Prior to joining the Company, Mr. LaVigne was a partner at Bryan Cave LLP from 2007 to 2010, where he advised our former parent company on several strategic acquisitions.
Skills and Experience:
• Strategy
• Consumer Packaged Goods
• Public Company Experience
• Business Operations
• Corporate Governance
• Legal/Regulatory
Mr. LaVigne’s long tenure at the Company and deep understanding of the consumer packaged goods industry, the Company’s businesses and his instrumental role in leading the Spin-off enable him to provide valuable contributions with respect to strategy, growth and long-range plans.
16  Energizer Holdings, Inc. 2020 Proxy Statement


TABLE OF CONTENTS



Patrick J. Moore
Independent Chairman, Energizer Holdings, Inc.
Age: 66
Director Since 2015

Independent Director
Other Public Company
Board(s):
• Archer Daniels Midland
Company

Past Public Company
Board(s):
• Exelis, Inc.
• Rentech, Inc.
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 year24-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. SmurfitSmurfit-Stone Container Corp voluntarily filed for voluntary 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 onas Chairman of the North American Review Board of American Air Liquide Holdings, Inc.
Skills and on the Board of Archer Daniels Midland Company. He is a former director of Ralcorp Holdings, Inc., Exelis, Inc. and Rentech, Inc.

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.

8Energizer Holdings,



Nneka L. Rimmer
President − Global Flavors and Extracts, McCormick & Company, Inc.2017 Proxy Statement


INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS

Age: 49
Director Since 2018

LOGO


Independent Director
Energizer Committees:
Audit Committee
Human Capital Committee

Other Public Company Board(s): NONE

CYNTHIA J. BRINKLEY, Director since 2015, Age 58

(Continuing in office—term expiring in 2020)

Ms. BrinkleyRimmer is President – Global Flavors and Chief Operating OfficerExtracts at McCormick & Company, Inc., a global leader in flavor, seasonings and spices, where she is responsible for Centene Corporation, a government services managed care company. accelerating growth for the company’s global business in compound and encapsulated flavors, extracts, reaction flavor materials, and fragrances. Prior to her current position, Ms. Rimmer was SVP, Business Transformation for McCormick and held other roles of increasing responsibility within the company, including SVP, Strategy and Global Enablement and SVP, Corporate Strategy and Development.

Prior to joining CenteneMcCormick in 2014,2015, Ms. BrinkleyRimmer was Vice Presidenta 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 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.

Ms. Brinkley brings significant experience in communications and human resourcesstrategic expertise include trade, competition, international growth, go-to-market as well as extensive experienceorganizational development. Ms. Rimmer also serves as a senior executive at Fortune 10 and Fortune 200 companies to our BoardTrustee of Directors and provides the Board with a unique perspective on high-profile issues facing our core businesses.

University of Baltimore Foundation.

LOGO

JOHN E. KLEIN,

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.

Energizer Holdings, Inc. 2020 Proxy Statement  17

TABLE OF CONTENTS



Robert V. Vitale
Chief Executive Officer, Post Holdings, Inc.
Age: 54
Director since 2015, Age 72

(Continuing in office—term expiring in 2020)

Since 2017


Independent Director
Energizer Committees:
Audit Committee (Chair)
Finance and Oversight
Committee

Other Public Company
Board(s):
• Post Holdings, Inc.
• BellRing Brands, Inc.
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. KleinVitale has served as President and Chief Executive Officer Bunge North America,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 his appointment as CEO, he servedjoining Post, Rob led AHM Financial Group, LLC (2006-2011), an insurance brokerage and wealth management firm, and was a partner in various senior executive positions for Bunge North America,Westgate Equity Partners, LLC, a consumer products private equity firm (1996-2006). He managed Corporate Finance at Boatmen’s Bancshares (1994-1996) and earlier instarted his career at KPMG in a variety1987.
Skills and Experience:
• Executive Management
• Public Company Experience
• M&A/Capital Markets
• Financial Literacy / Expertise
• Consumer Packaged Goods
• International
• Corporate Governance
Mr. Vitale’s strong leadership, deep M&A expertise and accounting and financial background, along with his knowledge 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 in Paris and a former director of Embrex, Inc. and Edgewell, our former parent company. He has also obtained significant administrative experience in the field of higher education. Heconsumer products businesses, brings the benefits of his diverse legal, international, operational and administrative background and experiencecritical expertise to our Board.

Board of Directors.

Energizer Holdings, Inc.2017 Proxy Statement9


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

STANDING COMMITTEES AND MEETINGS

Board

Member

 Board Audit 

Nominating and

Executive

Compensation

 

Finance and

Oversight

  Bill G. Armstrong

     

  Cynthia J. Brinkley

      

  Alan R. Hoskins

      

  Kevin J. Hunt

     

  James C. Johnson

    *  

  John E. Klein

     

  W. Patrick McGinnis

      *

  Patrick J. Moore

  *    

  J. Patrick Mulcahy

 *     

  Robert V. Vitale

      

  Meetings held in fiscal year 2017

 7 5 8 4

*Chairperson

DIRECTOR ATTENDANCE

Audit:    Reviews auditing, accounting, financial reporting, internal controlOur Board holds regularly scheduled quarterly meetings. The Board also holds an annual strategic planning meeting at which it considers and riskdiscusses with senior 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 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. Receives reports from the head of our internal audit department and our Chief Compliance Officer. 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. Our Board has determined that all members are independent and financially literate in accordance with the criteria established by the SEC and the New York Stock Exchange (the “NYSE”). Patrick J. Moore serves as chair of the Audit Committee. Our Board determined that Mr. Moore is both independent and an audit committee financial expert, as defined by SEC guidelines. The Audit Committee’s charter can be viewed on the Company’s website,www.energizerholdings.com, click on “Investors,” then “Corporate Governance,” then “Audit Committee Charter.”

Nominating and Executive Compensation:    Sets compensation of our executive officers, administers our Equity Incentive 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. Monitors 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 memberships 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 review of our Corporate Governance Principles. Our Board has determined that all members arenon-employee directors, and are independent, as defined in the listing standards of the NYSE. James C. Johnson serves as chair of the Nominating and Executive Company Committee. The Nominating and Executive Compensation Committee’s charter can be viewed on the Company’s website,www.energizerholdings.com, click on “Investors,” then “Corporate Governance, then “Nominating and Executive Compensation Committee Charter.”

10Energizer Holdings, Inc.2017 Proxy Statement


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

Finance and Oversight:    Reviews our financial condition, objectives and strategies, and acquisitions and other major transactions, and makes recommendations to the Board concerning financing requirements, our stock repurchase program and dividend policy, foreign currency management and pension fund performance. W. Patrick McGinnis serves as chair of the Finance and Oversight Committee. The Finance and Oversight Committee’s charter can be viewed on the Company’s website,www.energizerholdings.com, click on “Investors,” then “Corporate Governance, then “Finance and Oversight Committee Charter.”

long-term strategy. During fiscal 2017,2020, all directors attended 75% or more of the Board meetings and meetings of the committeesCommittees on which they served during their period of service. Under our Corporate Governance Principles, each director is encouraged to attend our annual meeting of shareholders each year.

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, the roles of chairman of the Board and chief executive officer are separate. The chief executive officer is responsible for setting the strategic direction for the Company and theday-to-day leadership and performance of the Company, while the chairman of the Board provides guidance and sets the agenda for Board meetings, in consultation with the chief executive officer, and presides over meetings of the full Board. The Chairman of the Board also

presides overnon-management executive sessions of the Board. The Board periodically evaluates the structure most appropriate for the environment in which we operate.

Risk Oversight and Risk Management

The 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 are informed by our management’s risk assessment and risk management processes.

Structure of Risk Oversight and Risk Management

The Board’s role in risk oversight is consistent with the Company’s leadership structure, with management havingday-to-day responsibility for assessing and managing the Company’s risk exposure and the Board, directly and through its committees, providing oversight in connection with those efforts, with particular focus on the most significant risks facing the Company. Management meets regularly to discuss our business strategies, challenges, risks and opportunities and reviews those items with the Board at regularly scheduled meetings.

The risk oversight responsibility of the Board and its committees is enabled by management evaluation and 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 as well as compliance matters. Management ofday-to-day operational, financial and legal risks and compliance issues is the responsibility of operational and executive leadership of the Company.

The Company has established a comprehensive risk management process that is primarily managed by two risk committees, the Executive Compliance and Risk Committee (the “Executive Risk Committee”) and the Compliance and Risk Subcommittee (the “Risk Subcommittee”). Each committee is sponsored by our CFO, andco-led by our Chief Compliance Officer and our VP, Internal Audit.

Energizer Holdings, Inc.2017 Proxy Statement11


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

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.

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. The committeeco-leads meet annually with Executive Risk Committee members who are high priority risk owners in order to discuss the 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 of Directors. The Executive Risk Committee also presents directly to the Board with regard to these matters on an annual basis.

LOGO

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. For a more detailed description of material risks to our results of operations or financial position, you should review the sections entitled “Risk Factors” in our Annual Report on Form10-K for fiscal 2017, as updated from time to time in the Company’s public filings.

12Energizer Holdings, Inc.2017 Proxy Statement


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

Codes of Conduct

Our Code of Conduct is designed to provide guidance on and articulate our commitment to several key matters such as safety and health, protecting the environment, use of Company resources, and promoting a harassment-free work environment. It also addresses the legal and ethical facets of integrity in business dealings with suppliers, customers, investors and governments. 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. We believe we hold our suppliers to a high standard and use a risk-based approach to audit suppliers for ongoing compliance.

Compensation Committee Interlocks and Insider Participation

No member of the Nominating and Executive Compensation Committee is or has been an officer or employee 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

The Nominating and Executive Compensation Committee reviews and approves compensation for our executive officers at the beginning of each fiscal year, 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 expect to 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. Mercer, the committee’s compensation consultant, conducts anin-depth annual review of our compensation practices, (and those of our peer group), published survey data, and relevant market trends, in order to support the committee’s review process. Mercer also advises the committee during its review of compensation fornon-employee directors and the competitiveness of our executive compensation programs. For more information on the committee’s review process and Mercer’s assistance to the committee, as well as on compensation consultants retained by the Company, see “Executive Compensation—Compensation Discussion and Analysis” below.

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.energizerholdings.com, under “Investors” then “Corporate Governance.” Information on our website does not constitute part of this document. Our code of conduct and ethics applicable to the members of the Board of Directors, officers and employees has been posted on our website as well. You can view our Code of Conduct on the Company’s website,www.energizerholdings.com, under “Investors” then “Corporate Governance” and click on “Energizer Code of Conduct”.

Copies of the committee charters, the Corporate Governance Principles, the codes of conduct, and the Annual Report on Form10-K will be provided, without charge, to any shareholder upon request directed in writing to the Corporate Secretary, Energizer Holdings, Inc., 533 Maryville University Drive, St. Louis, Missouri 63141.

Director Independence

Our Corporate Governance Principles, adopted by our Board, provide that a majority of the Board, and the entire membership of the Audit and the Nominating and Executive Compensation Committees of the Board, will

Energizer Holdings, Inc.2017 Proxy Statement13


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

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 the 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, the 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:

within the last three years, the director was employed by us or one of our subsidiaries, or an immediate family member of the director was employed by us or one of our subsidiaries as an executive officer;

(A) the director is a current partner or employee of a firm that is our internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on our audit; or (D) 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

any of our present executive officers served on the compensation committee of another company that employed the director or an immediate family member of the director as an executive officer within the last three years.

The following relationships will be considered material:

a director or an immediate family member is an executive officer, or the director is an employee, of another company which has made payments to, or received payments from, us and the payments to, or amounts received from,

that other company in any of the last three fiscal years, exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues;

a director or an immediate family member, during any twelve-month period within the last three years, received more than $120,000 in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

a director is an executive officer of a charitable organization and our annual charitable contributions to the organization (exclusive of gift-match payments), in any single fiscal year within any of the last three years, exceed the greater of $1,000,000 or 2% of such organization’s total charitable receipts;

a director is a partner of or of counsel to a law firm that, in any of the last three years, performed substantial legal services to us on a regular basis; or

a director is a partner, officer or employee of an investment bank or consulting firm that, in any of the last three years, performed substantial services to us on a regular basis.

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.

14Energizer Holdings, Inc.2017 Proxy Statement


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

Director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships with the 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 the Company, its senior management and its independent auditor.

Accordingly, based on the responses to the 2017 questionnaire and the results of its review, the Board has affirmatively determined that all directors, other than Mr. Hoskins, are independent from management. The following are thenon-employee directors deemed to be independent: Bill G. Armstrong, Cynthia J. Brinkley, Kevin J. Hunt, James C. Johnson, John E. Klein, W. Patrick McGinnis, Patrick J. Moore, J. Patrick Mulcahy, and Robert V. Vitale.

Director Nominations

The Nominating and Executive Compensation 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 the 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 the 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 the Board a breadth of experience from a variety of industries, geographies and professional disciplines. Although the Company does not

have a formal policy with respect to diversity matters, the 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. 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 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 the Board’s established criteria, and evaluates the potential for a conflict of interest between the director and the Company.

We expect that, when vacancies occur, or when our Board determines that increasing its size is appropriate, candidates will be recommended to the committee by other Board members or the chief executive officer. Mr. Vitale was recommended by our Chairman of the Board. 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 the Board of Directors may submit a written nomination to the Corporate Secretary of the Company, 533 Maryville University Drive, St. Louis, Missouri 63141, along with the shareholder’s name, address and number of shares of common stock beneficially owned; the name of the individual being nominated and

Energizer Holdings, Inc.2017 Proxy Statement15


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

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 the Board. A description of factors qualifying or recommending the nominee for service on the Board would also be helpful to the 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 the Board for its consideration.

Under our bylaws, shareholders may also nominate candidates for election at an annual meeting of shareholders. See “Shareholder Proposals for 2019 Annual Meeting” below 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 the 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. 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 deferred compensation plan. As of December 13, 2017, allShareholders’ Meeting. All of our directors are in compliance with these guidelines.

Communicating Concerns toattended the 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 the chairperson of our Audit Committee, in care of the Corporate Secretary of the Company at our headquarters address. If the concern relates to our governance practices, business ethics or corporate conduct, the concern may be submitted in writing to the chairperson of our Nominating and Executive Compensation Committee, or to the chairperson of our Finance and Oversight Committee, in care of the 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 any one of the independent directors in care of the Company’s Corporate Secretary at our headquarters address. The Corporate Secretary will review all communications so addressed and will forward to the addressee(s) all communications determined to bear substantively on the business, management, or governance of the Company.

Ournon-retaliation policy prohibits the Company, or any of its employees, from retaliating or taking any adverse action against anyone for raising a good faith concern. If a shareholder or employee prefers to raise his or her concern in a confidential or anonymous manner, he or she may call the Energizer Hotline provided by the EthicsPoint System and operated by a third-party provider, NAVEX

2020 Annual Shareholders’ Meeting.

16Energizer Holdings, Inc.2017 Proxy Statement


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

Global, in North America at toll-free877-521-5625, or leave a confidential message at our web addresswww.energizer.ethicspoint.com. Additional international phone numbers, contact details, and languages are available atwww.energizer.ethicspoint.com.

DIRECTOR COMPENSATION

We provided several elements of compensation to ournon-employee directors for service on our Board during fiscal 2017.2020. The Nominating and Executive CompensationHuman Capital Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation at the 50th percentile of the peer group. This peer group, which can be found under “Executive Compensation—Compensation Discussion and Analysis—Implementation of the Compensation ProgramPeer Group,” has been selected for purposes of evaluating our executive and director compensation based on market data provided by the committee’sHuman Capital Committee’s independent consultant, Mercer.

Retainers and Meeting Fees

Mercer LLC.

RETAINERS AND MEETING FEES
During fiscal year 2017, all2020, each of the directors, other than Mr. Alan R. Hoskins, Mr. John R. Roberts and Mr. Robert V. Vitale, received the following compensation packagea $100,000 annual retainer for serving on the Board orand its committees.Committees. Mr. Hoskins, our Chief Executive Officer, receives no additional compensation for his service on the Board and its committees. During fiscal year 2017, Mr. Vitale and Mr. Roberts each received their respective pro rata portion of the below compensation package, as Mr. Vitale joined our Board and our Finance and Oversight Committee effective August 1, 2017, and Mr. Roberts resigned from our Board effective January 30, 2017.

Annual retainer

  $100,000 

Fee for each Board meeting in excess of 6

  $1,500 

Fee for each committee meeting in excess of 6

  $1,500 

Committee. The chairpersonsChairs of the committeesCommittees also received an additional annual retainer of $20,000 for their service, as chairs of their committees, and the chairmanIndependent Chairman of the Board received an additional annual retainer of $100,000 for his servicesservice as chairman.

Deferred Compensation Plan

Non-employeeChairman. Board members serving a portion of the fiscal year will receive a pro rata portion of the annual retainer.

DEFERRED COMPENSATION PLAN
Non-management 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 (a) the Energizer common stock unit fund, which tracks the value of our common stock; or (b) 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 currently paid out in a lump sum in cash or Energizer stock within 60 days following the director’s termination of service on the Board.

Restricted Stock Equivalents

Initial Grant.    New directors that may be appointed or elected to the Board receive a grant of restricted stock equivalents with a grant-date value of $200,000, which vest three years from the date of grant or upon certain other vesting events. Directors have the option to defer delivery of shares upon vesting of this award until retirement from the Board.

Annual Grant.    

RESTRICTED STOCK EQUIVALENTS/UNITS
On the first business day of January of each year, eachnon-employee director is credited with a restricted stock equivalentunit award with a grant-date value of $110,000 under$145,000 pursuant to our Equity Incentive Plan.equity plan. This award vests one year from the date of grant or upon certain other vesting events. Directors have the option to defer the delivery of shares upon vesting of this award until retirement from the Board.

Energizer Holdings, Inc.2017 Proxy Statement17


THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

DIRECTOR COMPENSATION TABLE

Name 

Fees Earned or 

Paid in Cash

(1)

  

Stock Awards 

(2)(7)

  Option Awards 
(3)
  

Non-Equity

Incentive

Plan

Compensation 

  

 

Change in Pension 

Value and Non-

Qualified Deferred

Compensation

Earnings

  

All Other

 Compensation 
(4)(5)

  Total 

J.P. Mulcahy

  $201,500   $110,010   $0   $0   $0   $0   $311,510 

B.G. Armstrong

  $104,500   $110,010   $0   $0   $0   $0   $214,510 

C.J. Brinkley

  $103,000   $110,010   $0   $0   $0   $0   $213,010 

K.J. Hunt

  $103,000   $110,010   $0   $0   $0   $0   $213,010 

J.C. Johnson

  $124,500   $110,010   $0   $0   $0   $0   $234.510 

J.E. Klein

  $101,500   $110,010   $0   $0   $0   $0   $211,510 

      W.P. McGinnis      

  $121,500   $110,010   $0   $0   $0   $0   $231,510 

P.J. Moore

  $115,048   $110,010   $0   $0   $0   $0   $225,058 

J.R. Roberts (6)

  $39,863   $9,064   $0   $0   $0   $0   $48,927 

R. V. Vitale(7)

  $16,667   $245,901   $0   $0   $0   $0   $262,568 

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the Board. Board members serving a portion of the fiscal year will receive a pro rata portion of the annual restricted stock unit award. Upon retirement, all annual restricted stock unit awards become vested. In November 2019, the Board discontinued its previous practice of awarding a one-time equity grant to newly appointed directors.
DIRECTOR SHARE OWNERSHIP REQUIREMENTS
To help align the financial interests of our non-employee directors with those of our shareholders, our Corporate Governance Principles provide that our non-employee directors must maintain ownership of our common stock with a value of at least five times the directors’ annual retainer. For purposes of this determination, 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 or units, unvested restricted stock equivalents or units (other than stock equivalents or units subject to achievement of performance targets) and common stock equivalents credited to a director under the Company’s deferred compensation plan. Newly appointed directors are required to retain at least fifty percent (50%) of restricted stock upon vesting until they become compliant and are given a period of five years to attain full compliance with the requirements. As of September 30, 2020, each of our directors complied with the requirements.
The following table sets forth the compensation paid to non-management directors for fiscal year 2020.
DIRECTOR COMPENSATION TABLE
Name
Fees Earned or
Paid in Cash
(2)
Stock
Awards
(3)(4)
Option Awards
(5)
Non-Equity
Incentive
Plan
Compensation
Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
All Other
Compensation
(6)(7)
Total
C. Abrams-Rivera
$66,667
$132,945
$0
$0
$0
$0
$199,612
B.G. Armstrong
$100,000
$145,019
$0
$0
$0
$0
$245,019
C.J. Brinkley
$120,000
$145,019
$0
$0
$0
$0
$265,019
R. Frankiewicz
$66,667
$132,945
$0
$0
$0
$0
$199,612
K.J. Hunt
$117,778
$145,019
$0
$0
$0
$0
$262,797
J.C. Johnson
$120,000
$145,019
$0
$0
$0
$0
$265,019
J.E. Klein
$100,000
$145,019
$0
$0
$0
$0
$245,019
W.P. McGinnis (1)
$35,555
$12,089
$0
$0
$0
$0
$47,644
P.J. Moore
$200,000
$145,019
$0
$0
$0
$0
$345,019
J.P. Mulcahy (1)
$33,333
$12,089
$0
$0
$0
$0
$45,422
N.L. Rimmer
$100,000
$145,019
$0
$0
$0
$0
$245,019
R.V. Vitale
$120,000
$145,019
$0
$0
$0
$0
$265,109
(1)
Mr. McGinnis and Mr. Mulcahy retired from the Board of Directors on January 27, 2020.
(2)
This column reflects retainers and meeting fees earned during fiscal year 2017.2020.
(2)(3)
ThisFor all directors this column reflects the aggregate grant date fair value, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) SectionTopic 718, of the restricted stock equivalent award on January 3, 20172, 2020 under our Equity Incentive2015 Plan valued at approximately $110,000$145,000 as described in the narrative above. The award was valued based on the grant date fair value of $46.01.$48.55. Awards granted to Mr. Abrams-Rivera and Ms. Frankiewicz were granted on January 27, 2020 and valued based on the grant date fair value of $47.96.
(3)(4)
The number of vested but deferred stock equivalents held by a director as of September 30, 2020 is as follows: Ms. Brinkley, 5,589; Mr. Johnson, 18,801; Mr. Klein, 25,401; Mr. Moore, 15,909; and Mr. Vitale, 9,911.
(5)
No options were granted to directors in fiscal year 2017.2020. There were no outstanding shares of underlying stock options held by any director as of September 30, 2017.2020.
(4)(6)
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.
(5)(7)
The following items are not considered perquisites and are not included within the above disclosure of director compensation:
(i)
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.
(ii)
We provide transportation and lodging forout-of-town directors attending Board and committeeCommittee meetings at our headquarters.
(iii)
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 employeescolleagues 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.
(6)

John R. Roberts resigned from the Board effective January 30, 2017.
(7)Robert V. Vitale was appointed to the Board effective August 1, 2017. Upon his appointment, Mr. Vitale was granted an award of 4,192 restricted stock equivalents, representing the
Energizer Holdings, Inc. one-time2020 Proxy Statement  19 grant of restricted stock equivalents with a value of approximately $200,000 made to all newnon-management directors, which vests three years from the date of grant. Mr. Vitale was also granted 961 restricted stock equivalents representing a pro rata share of the annual grant for 2017 with a value of approximately $45,900 detailed in footnote (2) above. Both awards had a grant date fair value of $47.72.

18Energizer Holdings, Inc.2017 Proxy Statement


ITEM 2. RATIFICATION

TABLE OF APPOINTMENT OF INDEPENDENT AUDITORCONTENTS


AUDIT COMMITTEE MATTERS
Our Audit Committee, in accordance with authority granted in its charter as approved by the Board, appointed PricewaterhouseCoopers LLP (“PwC”) as independent auditor for the current fiscal year. PwC has served as our independent auditor since ourSpin-Off from our former parent company in 2015,Edgewell Personal Care Company (“Edgewell”) and served as our former parent company’sEdgewell’s independent auditor for every fiscal year since 2000. PwC has begun certain work related to the 2018fiscal 2021 audit, as approved by the Audit Committee. Information on independent auditor fees for the last two fiscal years is set forth below. The Board and the Audit Committee believe that the retention of PwC to serve as independent auditor is in the best interests of the Company and its shareholders. In making this determination, the Board and the Audit Committee considered a number of factors, including:

Audit Committee members’ assessment of PwC’s performance;performance

Management’s assessment of PwC’s performance;performance

PwC’s independence and integrity;integrity

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

PwC’s global capabilities and knowledge of our global operations.operations

A representative of PwC willis expected to be present at the 20182021 Annual Shareholders’ 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. Although this vote will not be binding, in the event the 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 the Company and its shareholders.

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

PROPOSAL
2
Ratification of Appointment of our Independent Registered Public Accounting Firm for Fiscal 2021
The Board recommends a vote FOR this proposal.
PwC’s aggregate fees for ratification.

The members of the Audit Committee and the Board of Directors recommend a vote FOR ratification of the appointment of PwC as the Company’s independent auditorprofessional services rendered for fiscal year 2018.

2019 and 2020, as applicable, were:

Fees Paid to PricewaterhouseCoopers LLP

(in thousands)

   FY 16   FY 17 

Audit Fees

   $3,964    $3,230 

Audit-Related Fees

   18    49 

Tax Fees:

    

Tax Compliance/preparation

   21    93 

Other Tax Services

   276    158 
  

 

 

   

 

 

 

Total Tax Fees

   297    251 

All Other Fees

   0    0 
  

 

 

   

 

 

 

Total Fees

   $4,279    $3,530 
  

 

 

   

 

 

 

Energizer Holdings, Inc.2017 Proxy Statement19


Fees Paid to PwC
(in thousands)
FY19
FY20
Audit Fees
$6,696
$6,007
Audit-Related Fees
$13
$22
Tax Fees:
Tax Compliance / Preparation
$3
$0
Other Tax Services
$226
$158
Total Tax Fees
$229
$158
All Other Fees
$0
$0
TOTAL FEES
$6,938
$6,187

ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

SERVICES PROVIDED BY PWC

Services Provided by PricewaterhouseCoopers LLP

The table above discloses fees paid to PwC during the last fiscal year for the following professional services:

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.

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.
AUDIT COMMITTEE PRE-APPROVAL POLICY
All Other Fees—These are fees for other permissible work performed by PwC that does not meet the above category descriptions.

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 committee.Audit Committee. The chairmanChair of the committeeAudit Committee has the authority topre-approve permitted services that require action between regular committee meetings,Audit Committee meetings; provided, he reports to the committeeAudit Committee at the next regular meeting. Early in each fiscal year, the committeeAudit 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. As applicable, the committeeAudit Committee pre-approved all fees and services paid by Energizer for fiscal 20172019 and 2016.

fiscal 2020.

Energizer Holdings, Inc. 2020 Proxy Statement  21

TABLE OF CONTENTS

AUDIT COMMITTEE REPORT

The Audit Committee of the Company’s Board of Directors consists entirely ofnon-employee directors that are independent, as defined in Section 303A.02 of the New York Stock Exchange 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, 2017, 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

20Energizer Holdings, Inc.2017 Proxy Statement


The Audit Committee of the Company’s Board of Directors consists entirely of five, non-employee directors that are independent, as defined under the NYSE listing standards, our Corporate Governance Principles, and applicable SEC rules and regulations.
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 Audit Committee’s responsibility is to monitor and oversee these processes.
As part of its oversight of the Company’s financial statements, the Audit 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, 2020, management of the Company has represented to the Committee that the financial statements were prepared in accordance with generally accepted accounting principles. The Audit 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.

ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

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 Auditing Standard No. 16, as adopted by the PCAOB.

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, discusses 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 Audit 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 the applicable requirements of the PCAOB 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 2020, the Audit Committee met five 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 Audit 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, 2020 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 2021.
Submitted by the Audit Committee members of the Board:
Robert V. Vitale — Chair
Bill G. Armstrong
Rebecca Frankiewicz


John E. Klein
Nneka L. Rimmer
22  Energizer Holdings, Inc. 2020 Proxy Statement


TABLE OF CONTENTS

PROPOSAL
3
Advisory Non-Binding Vote on Executive Compensation (Say on Pay)
The Board recommends a vote FOR this proposal.
As approved by our shareholders in 2016, each year we seek the approval of our shareholders, in a non-binding, advisory vote, of our executive compensation. Although the vote is non-binding, our Human Capital Committee values the opinions of our shareholders and considers the results of that assessment when considering their reappointment.the most recent Say on Pay vote in determining our executive compensation policies and making executive compensation decisions. At the 2020 Annual Shareholders’ Meeting, 99% of the votes were cast in favor of our Say on Pay proposal. The Human Capital Committee also annually discusses PwC’s internal quality review process and the PCAOB’s inspection report on PwC,considered this result, as well as the results of any internal quality reviews or PCAOB inspections of keyinput from our ongoing shareholder 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 selectionin light of the Company’s lead audit partner pursuantstrong support, decided not to this rotation policy involves a meeting betweenmake any significant changes in our executive compensation program in fiscal 2020. See “Shareholder Engagement” section above.
Our Board believes that the Chaircompensation 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 thenon-audit services provided by PwC were compatible with its independence. In fiscal 2017, the Audit Committee met five timesour executive officers is aligned with the internal auditorsCompany’s performance and PwC, withis a competitive advantage in attracting and without management present,retaining the executive talent necessary 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, 2017 be included in the Company’s Annual Report on Form10-K for that year and has selected PwC as the Company’s independent registered public accountants for fiscal year 2018.

Patrick J. Moore—ChairmanJohn E. Klein
Bill G. Armstrong

No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, or through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be filed under either the Securities Act or the Exchange Act.

Energizer Holdings, Inc.2017 Proxy Statement21


EXECUTIVE COMPENSATION

The following narratives and tables discuss the compensation paid in fiscal 2017 to our chief executive officer, chief financial officer and our three other most highly compensated executive officers, whom we refer to collectively as our “named executive officers” or “NEOs”. Our named executive officers for fiscal 2017 were:

Alan R. Hoskins, Chief Executive Officer;
Timothy W. Gorman, Executive Vice President, Chief Financial Officer and Principal Accounting Officer;
Mark S. LaVigne, Executive Vice President and Chief Operating Officer;
Gregory T. Kinder, Executive Vice President and Chief Supply Chain Officer;
Emily K. Boss, Vice President and General Counsel; and
Brian K. Hamm, former Executive Vice President and Chief Financial Officer.

Mr. Hamm served as our Executive Vice President and Chief Financial Officer until his resignation on June 8, 2017. The terms of Mr. Hamm’s separation are discussed under “Compensation Discussion and Analysis-Elements of Compensation-Separation Agreement.”

Our named executive officers were determined based on the compensation earned during the 2017 fiscal year, as shown in the 2017“Summary Compensation Table” below.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Our Company

Energizer Holdings, Inc. (“Energizer”), through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and a leading designer and marketer of automotive fragrance and appearance products.

Energizer manufactures, markets, and/or licenses one of the most extensive product portfolios of household batteries, specialty batteries and portable lights. Energizer is the beneficiary of over 100 years of expertise in the battery and portable lighting products industries. Its brand names, Energizer and Eveready, have worldwide recognition for innovation, quality and dependability, and are marketed and sold around the world.

22Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

Fiscal 2017 Financial Highlights

The following summarizes key elements of Energizer’s financial performance in fiscal 2017.

LOGO

More information on our financial performance in fiscal 2017 is available in our Annual Report on Form10-K for fiscal 2017, which accompanies this proxy statement. For more information on the calculation of Free Cash Flow and Adjusted Earnings Per Share, including a reconciliation of thesenon-GAAP measures to their most comparable GAAP measures, see Appendix B of this proxy statement.

Our Guiding Compensation Principles

Energizer is committed to building compensation programs that aligndrive our business strategy with our shareholders’ interests. To best deliver on that commitment, Energizer structures its executive compensation programs around the following guiding compensation principles:

Simple;
Aligned;and
Balanced.

Energizer Holdings, Inc.2017 Proxy Statement23


EXECUTIVE COMPENSATION

Our primary compensation strategy is “Pay for Performance,” which drives a mindset of accountabilityforward and productivity. Underlying all of our decisions regarding compensation is our commitment to delivering consistent andbuild sustainable operating results and earnings tovalue for our shareholders. We strongly believe that our performance-based compensation programs, which incentivize the attainment of Energizer’s short- and long-term financial objectives, are the most effective approach to delivering on that commitment.

LOGO

This“Compensation Discussion and Analysis” explains and analyzes compensation awarded to or earned by our named executive officers during fiscal 2017, and should be read in conjunction with the tabular disclosures below.

24Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

Key Elements of Executive Compensation in Fiscal 2017

The elements of our 2017current executive compensation program and the purpose of each element are shown in the following table:

2017 Executive Compensation Elements

Compensation ElementDescriptionObjective

Base Salary

Annual fixed salaries, payable in cash to the executive officers.

• Helps attract and retain key individuals.

• Part of Energizer’s balanced approach to executive compensation.

Cash Bonus

Bonuses are payable in cash upon achievement ofpre-determined company-wide metrics:

• Adjusted free cash flow (25%)

• Adjusted net sales (25%)

• Adjusted SG&A % sales (25%)

• Adjusted operating profit (25%)

• Promotes achievement of company-wide performance goals.

• The metrics represent the critical drivers of our business.

• Targets were set based on Energizer’s business plan for fiscal 2017.

Equity Awards

Restricted stock equivalent awards with a three-year vesting period awarded to each of the named executive officers.

• 70% is performance-based and vests based only on achievement ofpre-determined performance targets of two metrics:

¡Cumulative adjusted earnings per share; and

¡Cumulative free cash flow as a percentage of adjusted net sales.

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

Awards create a strong alignment with shareholder interests and reward long-term value creation.

Energizer Holdings, Inc.2017 Proxy Statement25


EXECUTIVE COMPENSATION

Compensation ElementDescriptionObjective
Supplemental Retirement Plans

Executives participate in the qualified defined contribution retirement plans available for all employees, as well asnon-qualified supplemental defined contribution retirement plans that extend similar participation in retirement benefits otherwise limited by federal statute.

Ensures that executives receive the same relative value compared to other employees who are not subject to these limits.

Executive Severance

Plan and Change of Control Agreements

Executive Severance Plan and Change of Control Agreements provide certain benefits upon the termination of employment.

Standardizes the executive severance process and retains key executives. Allows executives to make decisions focusing on the interests of shareholders while using a “double trigger” (a change of control plus termination) to avoid a windfall.

Perquisites

A limited number of perquisites are available for our executive officers. The primary perquisite consists of the financial planning program, which provides reimbursement for a percentage of the costs of qualifying financial planning, legal, and tax preparation services.

Provide other benefits competitive with the compensation peer group, provide assistance to executives to comply with their financial reporting requirements, and encourage executives to proactively manage their financial wellness.

Key Changes to Executive Compensation

In fiscal 2017, our Nominating and Executive Compensation Committee (the “NECC” or the “committee”) took several important actions regarding executive compensation, described below.

Adoption of annual bonus program and long-term equity incentive award metrics

The annual bonus program adopted by the NECC for fiscal 2017 included four performance metrics:

Adjusted Free Cash Flow(25%).Free Cash Flow measures the cash generated by our business. We believe that our investors highly value our ability to generate free cash flow. As a result, maximizing free cash flow is our top financial objective and this metric encourages delivery on sales goals and cost targets as well as prudent management of capital expenditures and working capital.

Adjusted Net Sales(25%). Net Sales measures revenue and encourages development of consumer-relevant innovations andin-store execution to drive product sales.

Adjusted Selling, General & Administrative Expense as a percentage of Net Sales (SG&A % Sales)(25%). The SG&A % Sales metric measures the overhead costs that we incur as a percentage of sales and encourages tight cost controls, both through ourzero-based budgeting efforts and variable cost structure.

26Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

Adjusted Operating Profit(25%). Operating profit measures underlying business profit and encourages selling products, generating strong gross margins, and maintaining tight cost controls.

The long-term equity incentive awards granted in November 2016 by the NECC included two performance metrics:

Cumulative Adjusted Earnings per Share(50%). Adjusted Earnings per Share measures our adjusted earnings divided by the number of diluted shares outstanding. This metricproperly aligns management with shareholders through a shared focus on the earnings that accrue to an investor in our common stock.

Cumulative Free Cash Flow as a percentage of Adjusted Net Sales (FCF % Sales)(50%). The FCF % Sales metric measures the cash we generate as a percentage of adjusted sales. Given the importance that our investors place on free cash flow generation, we included a Free Cash Flow metric in both our annual bonus program and long-term incentive plan. The Free Cash Flow metric in the annual bonus program measures absolute free cash flow delivered by our business, and FCF % Sales in our long-term equity incentive program measures free cash flow relative to net sales, encouraging a sustained focus on maximizing cash flow over the long term.

The NECC adopted performance metrics that usenon-GAAP financial measures, which exclude certain items that the NECC believes are not reflective of the Company’son-going operating performance, such as costs related to spin restructuring activities, acquisition and integration costs, and gain on sale of real estate. The NECC believes these performance metrics more accurately reflect Energizer’s underlying financial and operating results. The NECC develops targets for each performance metric included in the annual bonus program and the long-term equity incentive awards to align executive compensation with the achievement of Energizer’s strategic goals as well as the short- and long-term financial objectives that we have communicated to our shareholders.

Spotlight—Why is a Free Cash Flow metric used in both our short-term and our long-term incentive plans?

As our investors know, maximizing cash flow is our #1 priority as a business. We believe that free cash flow is important for a number of reasons:

Ability to generate cash flow is a strong indicator of the underlying health of the business

Maximizing cash flow requires performance across a number of different areas:

¡Generating net sales

¡Expanding gross margins

¡Controlling operating costs and corporate overheads
¡Managing capital expenditures

¡Improving working capital metrics such as days payable, days receivable and days in inventory

Strong cash flow drives long-term shareholder value by allowing us to pursue our balanced approach to capital allocation by continuously reinvesting in our business, returning capital to shareholders through dividends and share repurchase, and pursuing M&A opportunities

We use free cash flow in our annual bonus plan to reward delivery of the cash flow amounts targeted in our annual business plans, and free cash flow as a percentage of sales in our long-term incentive plan to incentivize management to create a business culture that generates strong cash flow year after year.

Energizer Holdings, Inc.2017 Proxy Statement27


EXECUTIVE COMPENSATION

Changes to executive benefits and corporate policies in fiscal 2017

Effective January 1, 2018, consistent with our compensation principle of “simple,” and in line with amendments to our 401(k) Plan applicable to all colleagues, we adopted an amendment to our Executive Savings Investment Plan revising the four-year vesting schedule to immediate vesting of the company match to align the plan with market practice, facilitate ease in integrating plans in the event of a merger or acquisition, and reduce compliance requirements. See “Executive Savings Investment Plan.”

Objectives of Energizer’s Compensation Philosophy

The key objective of our compensation philosophy is to reward management based on their success in increasing our shareholder value. With a focus on achieving this overarching goal, our overall executive compensation program is designed to provide a compensation package that enables us to attract and retain highly talented executives and maintain a performance focused business.

Pay for Performance

Our goal is to instill a “pay for performance” compensation strategy throughout our operations, with total compensation opportunities targeted near the 50th percentile of our peer group. However, because a majority of our compensation is performance-based, actual cash compensation paid to our named executive officers could vary from that paid to executive officers in our peer group, based on achievement of performance targets.

In fiscal 2017, a significant portion of targeted compensation for our named executive officers was variable—not fixed—compensation, rewarding the named executive officers for the achievement of outstanding and sustained performance, which builds shareholder value. Target compensation consisted of the annual cash bonus and equity awards granted by the NECC. We believe this compensation structure offers high potential rewards for superior performance, and significantly lower compensation for results below target.

In November 2016, our NECC approved the mix of total fiscal year 2017 target compensation (comprised of base salary, annual cash bonus and equity-based incentive compensation) for our NEOs as shown below:

LOGO

Competitive Total Compensation Package

Our executive officers are highly experienced, with average industry tenure of over 20 years. Because of management’s level of experience and successful track record, as well as the value of maintaining

28Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

continuity in senior executive positions, we view retention of key executives as important to the ongoing success of our operations. Consequently, we:

target total compensation packages near the 50th percentile of our peer group of companies to help retain key executives and remain competitive in attracting new employees; and

establish long-term vesting periods for time-based equity-based awards, to provide additional retention incentives.

Alignment with Shareholder Interests

To align the interests of our executive officers with those of our shareholders.

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 weof the Company approve, on an 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.

Energizer Holdings, Inc. 2020 Proxy Statement  23

TABLE OF CONTENTS


EXECUTIVE COMPENSATION
Compensation Discussion & Analysis
The following Compensation Discussion & Analysis describes the fiscal 2020 compensation program for our named executive officers (“NEOs”). For fiscal 2020, our NEOs were:

Alan R. Hoskins
Chief Executive Officer(1)
Age: 59
Years at Energizer: 37

Mark S. LaVigne
President and Chief Operating Officer(2)
Age: 49
Years at Energizer: 10

Timothy W. Gorman
Executive Vice President and Chief Financial Officer
Age: 60
Years at Energizer: 6

Hannah H. Kim
Chief Legal Officer and Corporate Secretary
Age: 42
Years at Energizer: 2

John Drabik
Senior Vice President, Corporate Controller
Age: 48
Years at Energizer: 19
Our NEOs also include Gregory T. Kinder, our former Executive Vice President and Chief Supply Chain Officer, who retired in April 2020.
(1)
Mr. Hoskins will retire as CEO, effective January 1, 2021. See “Retirement Transition Agreements” below.
(2)
Mr. LaVigne will become CEO, effective January 1, 2021.
24  Energizer Holdings, Inc. 2020 Proxy Statement


TABLE OF CONTENTS

BUSINESS, STRATEGIC AND FINANCIAL PERFORMANCE
We continued to use free cash flow to return cash to our shareholders
5
$410M
~5.7M
YEARS OF CONTINUED
ORGANIC REVENUE GROWTH(1)
RETURNED TO SHAREHOLDERS
THROUGH DIVIDEND PAYMENTS
SINCE SPIN-OFF
SHARES REPURCHASED
SINCE THE YEAR
OF THE SPIN-OFF
1 
2 
3 
Lead with Innovation
Operate
with
Excellence
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
FISCAL 2020 PAY FOR PERFORMANCE HIGHLIGHTS

(1)
Non-GAAP reconciliation can be found in Appendix A.

Energizer Holdings, Inc. 2020 Proxy Statement  25

TABLE OF CONTENTS

2020 EXECUTIVE COMPENSATION HIGHLIGHTS
SHAREHOLDER APPROVAL OF OMNIBUS INCENTIVE PLAN
At our Annual Shareholders’ Meeting in January 2020, our shareholders approved the Energizer Holdings, Inc. Omnibus Incentive Plan, which includes double-trigger vesting of equity awards upon a change of control and involuntary termination of employment.
NO COVID-19 RELATED ADJUSTMENTS TO PERFORMANCE METRICS
We made no adjustments or restatements to our fiscal 2020 performance metrics to account for the impact of the COVID-19 global pandemic and the resulting economic downturn on our business.
EXERCISE OF NEGATIVE DISCRETION
In November 2020, the Human Capital Committee exercised negative discretion to reduce the final payout amounts to the NEOs under the Annual Incentive Plan for fiscal 2020.
RESPONSIVENESS TO 2020 SAY ON PAY VOTE
We conduct shareholder engagement throughout the year and annually provide shareholders with an opportunity to cast a combinationnonbinding, advisory Say on Pay vote. The overwhelming approval of equity-basedour shareholders in the Say on Pay vote at our 2020 Annual Shareholders’ Meeting influenced our decision to maintain a consistent approach to our executive compensation program for fiscal 2020. The Human Capital Committee will continue to consider shareholder feedback and the outcome of Say on Pay vote results in making future compensation decisions.
PAY FOR PERFORMANCE AND COMPENSATION PHILOSOPHY
Our compensation philosophy is to pay for performance over the long term, as well as on an annual basis. Our executive compensation program provides a mix of salary, incentives, stock ownership guidelines, and “paybenefits paid over time to align executive officer and shareholder interests. We consider our executive pay program to be instrumental in helping us achieve our business objectives and effective in rewarding our executive officers for performance”their role in achieving strong financial and operational performance. The Human Capital Committee, which is comprised entirely of independent directors, has primary responsibility for approving our compensation models. A significant portionstrategy and philosophy and the compensation programs applicable to our executive officers.
WHAT WE DO
WHAT WE DON’T DO
✔  Pay for performance, with approximately 64.5% of our CEO’s total compensation performance-based and approximately 55% of our other NEOs’ 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 under the Executive Serverance Plan
exceeding 2x salary and annual incentive award
✘  Guarantee salary increases
26  Energizer Holdings, Inc. 2020 Proxy Statement


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The Human Capital Committee allocates pay in a manner designed to place the Company’s performance at the forefront of our overall executive compensation program. Our focus on pay for performance is best demonstrated through the structure of our executive officers’ compensation package consistsprogram, where the majority of equity grants. By tyingannual executive pay is at risk and subject to annual and long-term performance requirements.
CEO COMPENSATION

64.5% OF COMPENSATION IS AT-RISK
OTHER NEO AVERAGE COMPENSATION

55% OF COMPENSATION IS AT-RISK
The following chart, prepared by our independent compensation consultant, shows the degree of alignment between the total realizable pay of our CEO and Energizer’s total shareholder return relative to our executive compensation peer group over the five-year period. Peer group companies are indicated by the blue diamonds in the chart. Companies that fall within the diagonal alignment zone are generally viewed as having pay and performance alignment. As illustrated below, our CEO’s realizable pay was aligned with Energizer’s performance.


Energizer Holdings, Inc. 2020 Proxy Statement  27

TABLE OF CONTENTS

COMPENSATION PHILOSOPHY
The philosophy underlying our executive compensation program is to pay compensation that is simple, aligned and balanced. Equally important, we view compensation practices as a significant portionway to communicate our goals and standards of conduct and performance, and to motivate and reward colleagues in relation to their achievements. Overall, the officers’ personal wealthsame principles that govern the compensation of all our salaried colleagues apply to the compensation of our executive officers. Within this framework, we observe the following, guiding principles:
What We Believe
What We’ve Done
SIMPLE
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 2020)
ALIGNED
The interests of our executive officers should be aligned with those of our shareholders
Provided approximately 59% of all executive officers’ total compensation as performance-based pay
Adopted a clawback policy, anti-hedging and pledging policy and stock ownership requirements
BALANCED
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
FISCAL 2020 PAY COMPONENTS
Our fiscal 2020 pay components remained the same as fiscal 2019.
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 2020
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 2020
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
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ANNUAL COMPENSATION-RELATED RISK EVALUATION
We monitor the risks associated with our compensation program on an ongoing basis. Our compensation risk assessment occurs in two parts: a review of the Company’s compensation programs and a review of compensation decisions and payments, with a focus on our executive officers. In October 2020, with input from the Human Capital Committee’s independent compensation consultant, the Human Capital Committee conducted a review of our compensation programs, including the executive compensation program, to assess the risks arising from our compensation policies and practices. The Human Capital Committee agreed with the review’s findings that these risks were within our ability to effectively monitor and manage and that these compensation programs do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company. In particular, the Human Capital Committee determined that the following design features reduce the risk within our compensation policies and practices:
Compensation program design provides a balanced mix of cash and equity, annual and longer-term incentives
Maximum payout levels for bonuses and performance awards are capped
Multiple performance metrics are used to determine payouts under the annual and long-term incentive programs
Executive officers are subject to stock ownership and retention guidelines
The Company has adopted anti-hedging and anti-pledging policies
The Company has adopted a clawback policy related to incentive compensation earned by our executive officers
STOCK OWNERSHIP REQUIREMENTS
Our stock ownership and retention requirements align executive officer and shareholder interests by linking the value realized from equity-based awards to sustainable Company performance. Our Corporate Governance Principles require our NEOs to meet the stock ownership requirements presented below. During fiscal 2020, the Nominating and Governance Committee approved increasing the Chief Executive Officer’s stock ownership requirement from 5x to 6x base salary, to bring our requirement in line with the median requirement of our executive compensation peer group.
STOCK OWNERSHIP REQUIREMENTS
Chief Executive Officer
6x base salary
All Other Executive Officers
3x base salary
Newly appointed executive officers are required to retain at least fifty percent (50%) of restricted stock upon vesting until they become compliant and are given a period of five years to attain full compliance with the requirements. For purposes of this determination, stock ownership includes shares of our common stock we align our officers’ interestswhich are owned directly or by family members residing with thosethe executive officer or by family trusts, as well as vested options, vested and deferred restricted stock equivalents and unvested restricted stock equivalents (other than stock equivalents subject to achievement of performance targets). As of September 30, 2020, each of our shareholders. In addition,executive officers complied with the requirements.
HEDGING AND PLEDGING PROHIBITION
Under our securities trading policy, directors, officers and all colleagues or their designees are prohibited from engaging in speculative trading, hedging or pledging transactions in Energizer securities, including prohibitions on:
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 programs use short-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.
The policy prohibits the transfer of funds into or out of Energizer stock equivalent funds in Energizer’s benefit plans while in possession or aware of material non-public information, or engaging in any other transaction involving Energizer securities, including pledging, that suggests the misuse of information that is unavailable to the general public.

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CLAWBACK POLICY
Under our annual incentive awards and long-term incentive awards, in the event of a restatement of financial results to correct a material error, the Human Capital Committee is authorized to reduce or recoup an executive officer’s award, as applicable, to the extent that the Human Capital Committee determines such executive officer’s misconduct was a significant contributing factor to the need for a restatement.
HOW WE DETERMINE COMPENSATION
PAY EVALUATION AND DECISION PROCESS
Each year, the Human Capital Committee reviews our executive officers’ performance metricsusing a balanced and disciplined approach to determine their base salaries and variable compensation awards. The approach for fiscal 2020 included a full-year assessment of financial results and progress delivering on our three strategic priorities: Lead with Innovation, Operate with Excellence and Drive Productivity. The Human Capital Committee considers various factors that incentivize the achievementcollectively indicate successful management of critical operational,our business, including:
Company performance, including financial and strategic goalsnon-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
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
To help determine executive pay, the Human Capital Committee retains an independent compensation consultant, Mercer LLC, for advice regarding the general competitive landscape and trends in executive compensation. While the Human Capital Committee meets with the consultant from time to time, the Chair of the Human Capital Committee also communicates directly with the consultant between Human Capital Committee meetings. The independent compensation consultant advises the Human Capital Committee on several matters, including (1) competitive analysis (including in relation to our peer group), (2) incentive plan design, (3) updates on trends in executive and director compensation, (4) peer group composition, (5) executive officer succession planning, and (6) other compensation-related matters as requested by the Human Capital Committee.
The Human Capital Committee annually reviews the independence of Mercer LLC in light of SEC rules and NYSE Listed Company Rules regarding compensation consultant independence and has affirmatively concluded that Mercer has no conflicts of interest relating to its engagement by the Human Capital Committee.
During fiscal 2020, the aggregate fees paid to Mercer LLC for services related to executive compensation were approximately $252,028. In fiscal 2020, Mercer LLC and its Marsh & McLennan affiliates were also retained by our management to provide services unrelated to executive compensation, including providing advice regarding our global pension programs in the areas of compliance, administration and funding and global compensation consulting, benchmarking below the executive officer level and insurance. The aggregate fees paid for those other services in fiscal 2020 were approximately $1,283,133. The Human Capital Committee and the Board of Directors did not review or approve the other services provided to management by Mercer LLC and its Marsh & McLennan affiliates, as those services were approved by our management in the normal course of business. We have been advised by Mercer LLC that the reporting relationship and compensation of the Mercer LLC consultants who perform executive compensation consulting services for the Company. We strongly believe that this performance-basedHuman Capital Committee are separate from, and are not determined by reference to, Mercer LLC’s or Marsh & McLennan’s other lines of business or their other work for us. A representative of Mercer LLC attends committee meetings and serves as a resource to the Human Capital Committee on executive and director compensation drivesmatters. Additionally, to encourage independent review and discussion of executive compensation, the attainmentcommittee meets with Mercer LLC in executive session.
The Human Capital Committee also annually reviews the performance of Mercer LLC.
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Executive Compensation Peer Group
The Human Capital Committee selects the members of our corporate financial goals and aligns our executive officer compensation with the interests of our shareholders.

Compensation Benchmarking

In September 2016, Mercer, the compensation consultant for the NECC, with input from the committee, developed a customized peer group of 15 companies 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, employees, geographic scale and breadth of distribution channels.

The NECC annually reviews and makes adjustments to the compensation peer group as appropriate to ensure that the peer group companiesperiodically examines whether peers continue to meet the relevant criteria. The changes to ourcriteria for inclusion described below. As part of this process, the Human Capital Committee receives advice from its independent compensation consultant and selects a peer group forthat includes companies that have the following characteristics:

US-based, publicly traded consumer packaged goods company with “brand identity”
Similar revenue
Similar number of employees
Global company
For fiscal 2017 were (i)2020, based on these criteria and the advice of its independent compensation consultant, the Human Capital Committee determined that the 2019 peer group remained appropriate with the exception of removing both Newell Rubbermaid and JardenTupperware Brands Corporation due to their merger, (ii) removing Hanesbrands Inc. due to its larger revenues,decline in market cap and headcount, and (iii) as a result ofcapitalization over the reduction inpast several years.
HOUSEHOLD PRODUCTS
PERSONAL CARE
FOOD AND BEVERAGE
The Clorox Company
Spectrum Brands Holdings, Inc.
Hasbro Inc.
Central Garden & Pet Co.
The Scotts Miracle-Gro Company
Church & Dwight Inc.
Revlon, Inc.
Helen of Troy Ltd.
Lancaster Colony Corporation
Hain Celestial Group, Inc.
Monster Beverage Corporation
Post Holdings, Inc.
Setting Total Compensation
The Human Capital Committee targets total compensation near the compensation peer group, adding two companies to ensure the statistical reliability of the market data: Lancaster Colony Corporation and Elizabeth Arden, Inc. In addition, in May 2017, the peer group was reduced to 14 companies due to the acquisition of Elizabeth Arden, Inc. by Revlon, Inc.

Energizer Holdings, Inc.2017 Proxy Statement29


EXECUTIVE COMPENSATION

Mercer used the peer group data to provide a market comparison for our executive compensation program as an input to the determination of compensation of our named executive officers for fiscal 2017. Total compensation opportunities were targeted at the 50th50th percentile of our peer group for comparable positions. The market comparison was made for each key component of compensation, including base pay, target annual bonus, targetgroup’s total cash compensation and grant-date value of long-term incentives. Mercer also analyzed the aggregate equity utilization compared to the peer group. In addition, Mercer reviewed the terms of ourchange-in-control program for our executives for consistency with market practices. The peer group used by Mercer, and approved by the NECC, for its review of fiscal 2017 compensation consisted of the following companies. The industries in which the companies are engaged are noted: (1) household products; (2) personal care; and (3) food and beverage.

Household Products

Personal Care

Food and Beverage

The Clorox Company

Church & Dwight Inc.*

Lancaster Colony Corporation

Spectrum Brands Holdings, Inc.

Revlon, Inc.

Snyders-Lance Inc.

Hasbro Inc.

Helen Of Troy Ltd

Hain Celestial Group, Inc.

Central Garden & Pet Co.

Monster Beverage Corporation

The Scotts Miracle-Gro Company

Post Holdings, Inc.

Tupperware Brands Corporation

*Household products as well as personal care.

compensation. The following table provides an overview ofshows how we compared to our peer group companies based on revenue for the most recentrecently reported fiscal year and number of employees asemployees.

Company Revenue
(in millions)
Employees
75th Percentile
$4,875
8,375
50th Percentile
$3,763
5,450
25th Percentile
$2,065
3,472
Energizer
$2,701
​5,900*
*
As of September 30, 2020.
CEO Assessment, Compensation Process for Executive Officers and Annual Timeline
CEO Assessment
With respect to our Chief Executive Officer’s pay, the Human Capital Committee conducts an annual performance assessment of September 2017.

(dollars in millions)  Revenue   Employees 

75th Percentile

  $5,022    8,250 

50thPercentile

  $2,845    5,750 

25th Percentile

  $2,039    3,400 

Energizer

  $1,756    4,400 

Elementsthe Chief Executive Officer and determines appropriate adjustments to all elements of Compensation

Base Pay

In November 2016, we benchmarked our executives’ basehis pay against our peer group. We benchmark salaries, as well asbased on the following factors:

INDIVIDUAL PERFORMANCE
COMPANY PERFORMANCE
MARKET PRACTICES
Analysis of the Chief Executive Officer’s performance with respect to 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

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Compensation Process for Executive Officers
For the other components of our executive compensation, annually as a guide to setting compensation for key positions, including the named executive officers, in the contextChief Executive Officer makes recommendations to the Human Capital Committee for all elements of prevailing market practices. Our management and the NECC believe that an important benchmark for base salaries is the 50th percentile of the peer group, but also that it is important to consider the interplay of all of the benchmarked components of total compensation as well as the individual’s performance.

At the beginning of each fiscal year, the NECC establishes the salaries of the executive officers (other than the chief executive officer) with recommendations from the chief executive officer.pay. These recommendations are based on an assessment of the individual’s roles, responsibilities, experience and individual performance. The salaryHuman Capital Committee also obtains market data from its independent compensation consultant and then reviews, discusses, modifies, and approves these recommendations, as appropriate.

Annual Timeline
The diagram below summarizes the Human Capital Committee’s annual process for setting executive pay.
Fall
Winter
Spring and Summer
• 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

• 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

• Quarterly review of CEO
performance assessment
• Quarterly update on Annual and Long-Term Incentive Program
metrics and performance
• Executive Compensation peer group analysis
ELEMENTS OF COMPENSATION
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
The Human Capital Committee believes these pay components align the interests of our executives with those of our shareholders by basing a significant portion of total pay on performance and achievement of our short- and long-term goals. The specific mix among the chief executive officer is set by the NECC, with inputindividual components reflects market comparisons (primarily with respect to market practices from the committee’smedian of our peer group) and individual position and performance.
Base Salary
The general guideline for determining salary levels for our executive officers, including the Chief Executive Officer, is to target the 50th percentile of our executive compensation consultant. The NECC uses this information, along with its analysispeer group, adjusted for other factors such as individual performance and responsibilities. While we are cognizant of the performance and contributions ofcompetitive range, our primary goal is to compensate our executive officers at a level that is consistent with our compensation philosophy, even if this results in actual pay for some positions that may be higher or lower than the chiefmarket median. The Human Capital Committee considers adjustments to base salaries for the executive officer against performance goals,officers on an annual basis. For fiscal 2020, the Human Capital Committee felt that an increase to determine an appropriate salary.

30Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

In November 2016, as part of its annual review, the NECC reviewed the base salaries of the namedour executive officers and set theirin line with the increases provided to our colleagues generally was reasonable in light of the Company’s operating results in fiscal 20172020. To remain competitive with the market, the Human Capital Committee also considered the effect of the increased salaries for our executive officers in relation to the median of our peer group.

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The table below sets forth the base salaries as follows: Mr. Hoskins—$965,000; Mr. LaVigne—$556,973; Mr. Kinder—$438,900; Ms. Boss—$428,480 and Mr. Hamm—$540,750.

In June 2017 upon the appointment of Mr. Gorman as Interim Chief Financial Officer, the NECC evaluated and set hisfor our NEOs. The base salary at $400,000. In August 2017, onceadjustments for fiscal 2020 were effective December 1, 2019.

Base Salary Levels for 2019 and 2020 and % Change
2019
2020
Increase (%)
A.R. Hoskins
$1,030,000
$1,060,900
3%
M.S. LaVigne
$590,892
$684,050
16%
T.W. Gorman
$561,600
$578,448
3%
H.H. Kim
$252,105
$400,000
59%
J.J. Drabik
$314,987
$340,000
8%
G.T. Kinder
$465,629
$479,598
3%
During fiscal 2020, the Human Capital Committee increased Mr. Gorman was appointed Executive ViceLaVigne’s salary due to his promotion to President and Chief FinancialOperating Officer and Principal Accountingincreased Ms. Kim’s salary due to her promotion to Chief Legal Officer the NECC again evaluated his base salary and increased itCorporate Secretary and to $520,000.

Incentive Programs

In November 2016, the NECC approved an incentive compensation structureremain competitive with market median data for our key executives, consisting of an annual performance program, paid in cash, and a three-year performance program, through the grant of restricted stock equivalents. Consistent with the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, awards to officers under our annual performance program are made under the termsboth positions.

ANNUAL INCENTIVE PROGRAM
The overall design of our shareholder-approved executive officer bonus plan, andfiscal 2020 annual incentive program was the three-year performance awards are granted undersame as the terms of our shareholder-approved 2015 Equity Incentive Plan.

Cash Bonus Program

fiscal 2019 program. The cash bonuses awarded to Energizer’s key executives, including our named executive officers, were based on a percentage of the executive’s annual salary, and adjustedincentive program is based on performance against certain metrics determined by the NECC.Human Capital Committee. Our 2017fiscal 2020 annual bonus programincentive award was designed to measure performance against the four, metrics:

equally weighted metrics set forth in the table below (dollars in millions):
Driving Shareholder Value
Weighting
Threshold
(50% of
Bonus
Target)
Target
(100% of
Bonus
Target)
Stretch
(200% of
Bonus
Target)
Actual
Achievement
Adjusted Net
Sales
Net Sales measures revenue and encourages development of consumer-relevant innovation and in-store execution to drive product sales
25%
$2,597
$2,734
$2,871
$2,750
Adjusted
Selling, General
&
Administrative
(SG&A) Expense
as a Percentage
of Net Sales
This metric measures the overhead costs that we incur as a percentage of sales and encourages expense management
25%
17.7%
16.7%
15.7%
16.3%
Adjusted Operating Profit
Operating profit measures underlying business profit and encourages selling products, generating strong gross margins and maintaining tight cost controls
25%
$434
$482
$530
$438
Adjusted Free Cash Flow
Free cash flow measures the cash generated by our Company; the metric encourages execution of sales goals and expense targets as well as prudent management of capital expenditures and working capital
25%
$302
$335
$369
$405
Adjusted Net Sales (25%Adjustments to the actual achievement metrics vary from reported figures to address the impacts of currency.
Our performance target-setting philosophy is consistent with prior years, with performance goals or targets tied to our annual business plan for the named executive officer’s bonus target);

Adjusted SG&A as a Percentage of Net Sales (25% of the named executive officer’s bonus target);

Adjusted Operating Profit (25% of the named executive officer’s bonus target);fiscal year and

Adjusted Free Cash Flow (25% of the named executive officer’s bonus target).

aligned with our long-term strategic plan. The performance goals for each metric wereare set at the beginning of the fiscal year. Each officer was assigned individual bonus targets based on individual performancemetric for the annual incentive plan reflects adjustments to financial data derived from our financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and market practice information provided byintended to exclude certain items that the compensation consultant to the NECC. For fiscal 2017, the following bonus targets, defined as a percentageHuman Capital Committee believes are not reflective of the individual’s base pay, were assigned to the following individuals then serving as named executive officers:

Mr. Hoskins - 115%

Mr. LaVigne - 80%

Mr. Hamm - 80%

Mr. Kinder - 60%

Ms. Boss - 60%

In August 2017, upon appointment of Mr. Gorman as Executive Vice President, Chief Financial OfficerCompany’s ongoing operating performance. These items include acquisition and Principal Accounting Officer, the NECC evaluated his bonus target and established his target as Chief Financial Officer at 75%.

Energizer Holdings, Inc.2017 Proxy Statement31


EXECUTIVE COMPENSATION

The named executive officers received overall bonus payouts based 100% on the company performance metrics described below, and there was no individual performance componentintegration costs, unusual ornon-performance-based component of the payout.

The payouts under the Cash Bonus Program were made by us in November 2017 following certification of the results by the NECC.

These payouts were based on outcomes under the following performance metrics:

Adjusted Net Sales

Adjusted Net Sales means net sales as reported by Energizer, subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures (including the divestiture of the ad specialty business), extraordinary transactions such as mergers or spin-offs, nonrecurring non-cash accounting impacts, and variations in the exchange rate between foreign currencies and budget exchange rate.

The threshold, target and stretch achievement levels, and the percent payout at each level, were as follows:

rates.

FY17 Cash Bonus Plan Metrics

(25% of Bonus Target)

Threshold

50% Payout

Target

100% Payout

Stretch

200% Payout

Adjusted Net Sales

$1,656 million$1,743 million$1,831 million
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The Human Capital Committee believes these performance metrics more accurately reflect Energizer’s underlying financial and operating results. For a reconciliation of these non-GAAP components to the most comparable GAAP components, see “Reconciliation of Non-GAAP Financial Measures” set forth in Appendix A.
Our Human Capital Committee also reserves the right to exercise negative discretion to reduce the payout for our executive officers below what would otherwise have been earned or paid solely through application of the achievement of the four performance metrics.
Bonuses increase proportionately in 1/10th of 1% increments forcorresponding to final results between the established goals indicated with a maximum bonus at stretch.the Stretch goal. No bonuses tied to performance are paid for results below the Threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the stretchStretch goal.

The NECC considered whether to exercise negative discretion when determining Each executive officer was assigned individual bonus targets based on individual performance and market practice information provided by the achievement ofindependent compensation consultant. For fiscal 2020, the following bonus targets, and determined that no negative discretion should be exercised. The Adjusted Net Sales of the Company in fiscal 2017 were $1,776.4 million which made the amount of the awards payable under the annual bonus plan 137.9% of target.

Adjusted SG&A as a Percentage of Net Sales

Adjusted SG&A as a Percentage of Net Sales (SG&A % Sales) means selling, general and administrative expensesdefined as a percentage of net sales, subjectthe individual’s base pay, were assigned as follows:

Bonus Target
A.R. Hoskins
115%
M.S. LaVigne
80%
T.W. Gorman
75%
H.H. Kim
60%
J.J. Drabik
60%
G.T. Kinder
60%
COVID-19-related Annual Incentive Plan ADJUSTMENTS in Fiscal 2020
During fiscal 2020, the Committee considered, but decided not to adjustmentmake any, adjustments to the performance metrics under the Annual Incentive Plan to account for certain limited matters,the impact of increased expenses that the Company incurred in response to the COVID-19 pandemic to prioritize the health and safety of our colleagues and our business continuity.
In November 2020, the Human Capital Committee exercised negative discretion to reduce the final payout amounts to the NEOs under the Annual Incentive Plan for fiscal 2020. Specifically, the Committee decreased the percentage payout from 125% of the bonus target, which would otherwise have been paid out based on the actual achievement of the bonus metrics in fiscal 2020, to 100% of the bonus target for each of the NEOs. The Committee reached its decision after considering a number of factors, including the effects of acquisitions, divestitures (includingimpact on the divestitureCompany’s business of the ad specialty business), extraordinary transactionsCOVID-19 pandemic, which resulted in higher than anticipated costs and in fourth quarter earnings per share and Adjusted EBITDA that were lower than previously provided guidance, despite strong organic sales growth under challenging global economic conditions and the generation of adjusted free cash flow significantly higher than the Stretch goal. The Committee took into account the impact of such as mergers or spin-offs, and variationsreductions in the exchange rate between foreign currenciesamount of equity awards granted to the executive officers for fiscal 2021 and budget exchange rate. The threshold, target and stretch achievement levels, anddetermined that it was appropriate that the percentultimate opportunity for payout at each level, wereof such reductions be provided as follows:

FY17 Cash Bonus Plan Metrics

 

(25% of Bonus Target)

  

Threshold

 

50% Payout

  

Target

 

100% Payout

  

Stretch

 

200% Payout

Adjusted SG&A % Sales

  20.6%  19.6%  18.6%

Bonuses increase proportionately in 1/10th of 1% increments for final results between the goals indicated with maximum bonus at stretch. No bonuses tied to performance are paid for results below the Threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

32Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

The NECC considered whether to exercise negative discretion when determininga risk based opportunity based on both the achievement of targets,long-term Company performance goals and determined that no negative discretion should be exercised.continued employment with the Company, as described below.

Long-Term Incentive Program
At our 2020 Annual Shareholders’ Meeting, shareholders approved the Omnibus Incentive Plan, which replaced and superseded the 2015 Energizer Holdings, Inc. Equity Incentive Plan (the “2015 Plan”). The Adjusted SG&A % Salesterms of the Company in fiscal 2017 were 19.7% which2015 Plan will continue to govern all awards granted under that plan, and no further grants of equity awards have been or will be made the amount of the awards payable under the annual bonus plan 95.4% of target.

Adjusted Operating Profit

Adjusted Operating Profit means gross profit less spend associated with Advertising and Promotion, Research and Development, SG&A and amortization expense, subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures (including the divestiture of the ad specialty business), extraordinary dividends, stock splits or stock dividends, recapitalizations, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual ornon-recurringnon-cash accounting impacts, costs associated with restructurings, and variations in the exchange rate between foreign currencies and budget exchange rate.

The threshold, target and stretch achievement levels, and the percent payout at each level, were as follows:

FY17 Cash Bonus Plan Metrics

(25% of bonus target)

Threshold

50% Payout

Target

100% Payout

Stretch

200% Payout

Adjusted Operating Profit

$268 million$298 million$328 million

Bonuses increase proportionately in 1/10th of 1% increments for final results between the goals indicated with maximum bonus at stretch. No bonuses tied to performance are paid for results below the Threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

The NECC considered whether to exercise negative discretion when determining the achievement of targets, and determined that no negative discretion should be exercised. The Adjusted Operating Profit of the Company in fiscal 2017 was $331.0 million which made the amount of the awards payable under the annual bonus plan 200% of target.

Adjusted Free Cash Flow

Adjusted Free Cash Flow means net cash provided by operating activities reduced by capital expenditures, net of proceeds from asset sales subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures (including the divestiture of the ad specialty business), or recapitalizations, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual ornon-recurringnon-cash accounting impacts, and costs associated with events such as plant closings, sales of facilities or operations, and business restructurings.

The threshold, target and stretch achievement levels, and the percent payout at each level, were as follows:

FY17 Cash Bonus Plan Metrics

(25% of bonus target)

Threshold

50% Payout

Target

100% Payout

Stretch

200% Payout

Adjusted Free Cash Flow

$174 million$194 million$213 million

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EXECUTIVE COMPENSATION

Bonuses increase proportionately in 1/10th of 1% increments for final results between the goals indicated with maximum bonus at stretch. No bonuses tied to performance are paid for results below the Threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

The NECC considered whether to exercise negative discretion when determining the achievement of targets, and determined that no negative discretion should be exercised. The Adjusted Free Cash Flow of the Company in fiscal 2017 was $205.5 million which made the amount of the awards payable under the annual bonus plan 160.5% of target.

Equity Awards

plan. Our 2015 EquityOmnibus Incentive Plan authorizes the NECCHuman Capital Committee to grant various types of equity awards. The NECCConsistent with prior years, the Human Capital Committee grants to key executives primarily restricted stock equivalentunit awards, with achievement of Company performance targets over three years as a condition to vesting of the majority of the award, and continued employment with the Company over the same period as a condition to vesting of the remainder of the award. See “Executive Compensation—Potential Payments Upon Termination or Change of Change in Control. In November 2016,2019, the NECCHuman Capital Committee awarded three-year incentive awards with a performance-based component constituting approximately 70% of the restricted stock equivalents vesting at target achievement and a time-vestingtime-based component constituting approximately 30% of the award value at target of the award.

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Timing and Procedures for Grants in Fiscal 2017

2020

Other than in exceptional cases, such as promotions or new hires, long-term incentive awards are granted in the first quarter of the fiscal year (October through December)(calendar quarter ending December 31), atwhen the time whenHuman Capital Committee determines salary levels and bonus programs for the new fiscal year are also determined.

year.

The size of equity awards for our named executive officers granted in November 20162019 for our executive officers was based in part uponon several factors, including officers’ individual performance, current dilution rates, market run-rate for equity grants among our peer group, and benchmark data from our peer group provided by Mercer, asour independent compensation consultant to the NECC, valued on the date of grant. The size of awards also reflected other factors, such as officers’ individual performance, current dilution rates, and the marketrun-rate for equity grants among our peer group. consultant.
Time-Based Restricted Stock Units
The number of restricted stock equivalents awarded in November 20162019 was based on the corresponding grant date value of the restricted stock equivalents. The restricted stock equivalent awards are stock-settled at the end of the three-year period, when they convert into unrestricted shares of our common stock if and to the extent that the vesting requirements are met. The number of restricted stock equivalents granted to each named executive officer is shown in the “Grants of Plan-Based Awards Table.

Our chief executive officer makes a recommendation to the NECC for the number of restricted stock equivalents to be granted to each named executive officer (other than the chief executive officer), based on market data as well as the roles, responsibilities and individual performance of each officer. With respect to awards to the chief executive officer, Mercer provides a range of potential awards to the NECC based on market comparisons. However, the NECC considers alternatives and determines the award considering the competitive posture, our company’s performance, returns to shareholders and experience and effectiveness of the chief executive officer’s leadership, as well as the input from Mercer.

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EXECUTIVE COMPENSATION

Long-Term Performance Awards

In November 2016,2019, the NECCHuman Capital Committee granted long-term equity incentive awards to our executive officers. These awards potentially vest in November 20192022 based on the achievement of the two performance metrics:

metrics set forth in the table below.
Driving Shareholder Value
Weighting
Cumulative
Adjusted
Earnings per Share
Aligns executive officers with shareholders through a shared focus on the earnings that accrue to a shareholder in our stock
50%
Cumulative
Adjusted Free
Cash Flow
Measures free cash flow relative to net sales, encouraging a sustained focus on maximizing cash flow over the long term
50%
Cumulative Adjusted Earnings per Share (50%);Similar to performance metrics under the Annual Incentive Program, the Human Capital Committee adopted performance metrics that use non-GAAP financial measures, which exclude certain items that the Human Capital Committee believes are not reflective of the Company’s ongoing operating performance. The Human Capital Committee believes these performance metrics more accurately reflect Energizer’s underlying financial and

Cumulative Free Cash Flow as operating results. See Appendix A for a percentagedescription and reconciliation of Adjusted Net Sales (50%).the non-GAAP financial measures.

The number of units granted to each named executive officerNEO is shown in the “Grants of Plan-Based Awards Table.Table.” No vesting of performance based long-term incentive awards occurs for results below the Threshold goal. Thegoal, and the maximum bonus payout is capped at 200% for Company performance at, or above, Stretch performance.
Long-Term Shareholder Value
Over the stretch goal.

Cumulative Adjusted Earnings per Share

Adjusted Cumulative Earnings per Share meanspast three years, we believe we have provided significant value to our shareholders. The results we achieved for our shareholders are consistent with the results obtained under our incentive plans. Similarly, the performance measures associated with the long-term performance incentive awards that were granted in November 2017 were measured over a three-year vesting period and were tied to cumulative “Dilutedadjusted earnings per share” (determined in accordance with Generally Accepted Accounting Principles) as publicly reported by Energizer over the three year performance period, subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures (including the divestiture of the ad specialty business), extraordinary dividends, stock splits or stock dividends, recapitalizations, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual ornon-recurringnon-cash accounting impacts,share and costs associated with events such as plant closings, sales of facilities or operations, and business restructurings.

Cumulative Free Cash Flow as a Percentage of Adjusted Net Sales

Cumulative Free Cash Flow as a Percentage of Adjusted Net Sales (FCF % Sales) meanscumulative adjusted free cash flow defined as a percentage of adjusted net cash provided by operating activities reduced by capital expenditures, netsales. Based on the Company’s results over the three-year performance period ending September 30, 2020, these November 2017 long-term performance incentive awards paid out at 133% of the proceeds from asset sales subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures (including the divestiture of the ad specialty business), or recapitalizations, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual ornon-recurringnon-cash accounting impacts, and costs associated with events such as plant closings, sales of facilities or operations, and business restructurings.target in November 2020.

Weighting
Threshold
(50% of
Target)
Target
(100% of
Target)
Stretch
(200% of
Target)
Actual
Performance
Adjusted
Performance*
Payout
Cumulative
Adjusted
Earnings per Share
50%
$8.14
$9.04
$9.94
$8.68
$8.42
66%
Cumulative
Adjusted Free
Cash Flow
50%
9.5%
10.5%
11.5%
12.8%
12.6%
200%
Total
133%
*
The Human Capital Committee exercised negative discretion to address the impact of The Tax Cuts and Jobs Act.

Energizer Holdings, Inc. 2020 Proxy Statement  35

TABLE OF CONTENTS

Executive Savings Investment Plan

On July 1, 2015, we adopted an executive savings investment plan, our excess 401(k) plan, in which certain executive officers, including our named executive officers,NEOs, participate. Under the plan, amounts that would be contributed, either by an executive or by the Company on the executive’s behalf, to the Company’s qualified defined contribution plan (the “401(k) plan”) but for limitations imposed by the IRS, will be credited to thenon-qualified defined contribution executive savings investment plan. Details of the executive savings investment plan, including the contributions, earnings, andyear-end balances, are set forth in the “Non-Qualified Deferred Compensation Table.Table.

In fiscal 2017, we adopted an amendment to the Executive Savings Investment Plan, aligning this plan towith the terms of our 401(k) plan by revising the four yearfour-year vesting schedule to immediate vesting of the companyCompany match. This amendment, effective January 1, 2018, alignsaligned the plan with market practice, facilitates ease in integrating plans in the event of a merger or acquisition, and reduces compliance requirements.

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EXECUTIVE COMPENSATION

According to market data provided by Mercer, these types of benefits are generally offered by our peer group described above, often with enhanced benefit formulas which we do not provide.

Deferred Compensation Plan

Our employeescolleagues do not have the opportunity to defer portions of their salary and bonus compensation under the terms of our deferred compensation plan, or to invest in the Energizer common stock unit fund within the deferred compensation plan. However, certain executives who were employed at our former parent company prior tobefore theSpin-Off had their account balances under our former parent company’s deferred compensation plan transferred to our deferred compensation plan. Only Mr. Hoskins and Mr. LaVigne have benefits under the terms of our deferred compensation plan. Details of the deferred compensation program, including the contributions, earnings, andyear-end balances, are set forth in the “Non-Qualified Deferred Compensation Table.

Severance and Other Benefits Following a Change of Control

We have not entered into employment agreements with our executives. However, our NECC approved an executive severance plan and change of control agreements with each of our executive officers, as discussed under “PotentialPayments upon Termination or Change of Control” to align with the market practice of usingpre-defined termination programs for NEOs.

The change of control agreements are designed to provide executives with increased security in the event of a change of control. The NECC annually reviews the cost and the terms of the agreements with input provided by Mercer. We believe that the retention value provided by the agreements, and the benefit to us when the executive is provided the opportunity to focus on the interests of shareholders and not the executive’s own personal financial interests, outweighs the potential cost, given that:

such protections are common among companies of our size, and allow us to offer a competitive compensation package;

such costs will be triggered only if the new controlling entity involuntarily terminates the impacted executives, or the executives resign for good reason, during the protected period;

the agreements includenon-compete andnon-solicitation covenants binding on the executives, which can provide significant considerations to completion of a potential transaction; and

the individuals with the agreements are carefully selected by the Board of Directors, and we believe they are critical to the process of evaluating or negotiating a potential change of control transaction or in the operation of our business during the negotiations or integration process, so that their retention would be critical to the success of any such transaction.

We do not permit taxgross-up payments relating to severance payments for change of control employment agreements entered into with our executive officers.

A description of the projected cost, if a change of control were to have occurred on the last day of fiscal 2017 and all of the named executive officers were terminated on that date, is provided under “Potential Payments upon Termination or Change of Control.” Mr. Hamm is not included in that section, because, as described below, his Change of Control Agreement terminated on June 15, 2017.

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EXECUTIVE COMPENSATION

Separation Agreement

On June 7, 2017, the Company and Mr. Hamm entered into a Separation and Transition Agreement and General Release (the “Separation Agreement”). The Separation Agreement provided for certain modified compensation and benefits to Mr. Hamm in lieu of those that would have otherwise been payable under the executive severance plan. The Separation Agreement, among other things, provided for:

termination of all then outstanding restricted stock equivalents (“RSEs”);

a cash transition bonus payable on or about November 30, 2017—which is calculated based on an 80% target bonus and using the same methodology under the terms of the executive cash bonus program—if, and to the extent that the performance goals are achieved under the terms of the executive cash bonus program;

a grant of a pro rata portion of Mr. Hamm’s unvested time-based RSEs (6,151 RSEs for the 11/16/2015 grant and 1,851 RSEs for the 11/14/2016 grant), which vest on the same date the original awards would have vested had Mr. Hamm’s employment with the Company continued until the end of the original vesting period, and are settled in the form of Energizer common stock; and

a grant of apro-rata portion of Mr. Hamm’s unvested performance-based RSEs (14,353 RSEs for the 11/16/2015 grant and 4,319 RSEs for the 11/14/2016 grant), which vest on the same date the original awards would have vested had Mr. Hamm’s employment with the Company continued until the end of the original performance period, and are settled in the form of Energizer common stock if, and to the extent that, the applicable performance goals are achieved at the end of the relevant performance period.

Dividend equivalents will continue to be accrued and payable upon vesting of thepro-rata portions of the 2015 and 2016 time-based and performance-based RSE awards granted as described above. Pursuant to the terms of the Separation Agreement, vesting of Mr. Hamm’s pro-rata time-based and performance-based RSE awards will accelerate upon death, disability, or change of control of the Company.

The Separation Agreement contains customary confidentiality, cooperation,non-competition,non-solicitation andnon-disparagement provisions as well as a mutual release of claims between the Company and Mr. Hamm.

In addition, Mr. Hamm’s Change of Control Employment Agreement, dated July 1, 2015, terminated effective as of June 15, 2017.

Success Incentive Agreement

In connection with Mr. Gorman’s appointment as Interim Chief Financial Officer on June 8, 2017, the NECC approved the Company’s entry into a Success Incentive Agreement with Mr. Gorman to provide an incentive for Mr. Gorman to assist in the successful transition of the Company during the interim period prior to hiring a permanent Chief Financial Officer. The Success Incentive Agreement provided that upon a successful transition, Mr. Gorman would be entitled to receive a special cash bonus equal to $240,000 on February 1, 2018. The agreement also includes customarynon-solicitation,non-interference and confidentiality obligations.

Perquisites

We offer a limited number of perquisites for our executive officers. The primary perquisite or executive benefit consists of the executive financial planning program, which provides reimbursement for 80% of the costs incurred for qualifying financial planning, legal, and tax preparation services up to a maximum

Energizer Holdings, Inc.2017 Proxy Statement37


EXECUTIVE COMPENSATION

of $8,000 in the first calendar year and $6,000 in subsequent calendar years. This benefit partially offsets costs incurred by our executive officers in connection with their regulatory compliance obligations as public company executives. We regularly review the benefits provided to our executives and make appropriate modifications based on peer group analysis and the committee’s evaluation of the retentive value of these benefits.

Stock Ownership Requirements

Our stock ownership guidelines provide that the chief executive officer must maintain ownership of our common stock with a value of at least five times his or her base salary, and other executive officers must maintain common stock ownership with a value of at least three times their base salaries. Newly appointed executive officers are required to retain at least fifty percent (50%) of vesting restricted stock until they become compliant and are given a period of five years to attain full compliance with the guidelines.

For purposes of this determination, stock ownership includes shares of our common stock which are owned directly or by family members residing with the executive or by family trusts, as well as vested options, vested and deferred restricted stock equivalents and unvested restricted stock equivalents (other than stock equivalents subject to achievement of performance targets). As of September 30, 2017, each of our named executive officers was in compliance with the guidelines.

Trading in Energizer Stock

Under our insider trading policy, directors, officers and employees or their designees are prohibited from engaging in speculative trading, hedging or pledging transactions in Energizer securities, including prohibitions on:

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 employee by Energizer as part of the compensation of the employee or member of the Board of Directors; or (2) held, directly or indirectly, by the director, officer or employee;

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; or

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.

The policy prohibits the transfer of funds into or out of Energizer stock equivalent funds in Energizer’s benefit plans while in possession or aware of materialnon-public information, or engaging in any other transaction involving Energizer securities, including pledging, that suggests the misuse of information that is unavailable to the general public.

Tax Deductibility Limits on Executive Compensation

Section 162(m) of the Internal Revenue Code and the regulations adopted thereunder limit the deductibility ofnon-qualifying compensation in excess of $1,000,000 paid to covered employees. However, these regulations exempt qualifying performance-based compensation from the deduction

38Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

limit if certain requirements are met. The NECC’s policy is to maximize the tax deductibility of executive compensation without compromising the essential framework of the existing total compensation program. The NECC may elect to forgo deductibility for federal income tax purposes if such action is, in the opinion of the NECC, necessary or appropriate to further the goals of the Company’s executive compensation program, or otherwise is in the Company’s best interests.

Results of 2017 Advisory Vote to Approve Executive Compensation

At our 2017 Annual Meeting of shareholders, we asked our shareholders to vote to approve, on an advisory basis, our fiscal year 2016 compensation paid to our named executive officers, commonly referred to as a“say-on-pay” vote. Our shareholders overwhelmingly approved the compensation program as set forth in our proxy statement, with over 97% of votes cast in favor of oursay-on-pay resolution. We value this positive endorsement by our shareholders of our executive compensation policies and believe that the outcome signals our shareholders’ strong support of our simple, aligned, and balanced compensation program. As a result, we continued our overall approach to compensation for fiscal 2017 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. We value the opinions of our shareholders and will continue to consider the results from this year’s and future advisory votes on executive compensation, as well as feedback received throughout the year, when making compensation decisions for our named executive officers.

Implementation of the Compensation Program

Our Board of Directors has delegated authority to the NECC to approve all compensation and benefits for our executive officers. The NECC sets executive salaries and bonuses, reviews executive benefit programs, including change of control severance agreements, and grants cash bonus awards to our executive officers under our cash bonus program, as well as equity awards to executives under our 2015 Equity Incentive Plan.

To assist the NECC in evaluating our executive and director compensation programs on a competitive market basis, the committee has directly retained an outside consultant, Mercer, which is asked to:

provide comparative market data for our peer group (and other companies, as needed) with respect to the compensation of the named executive officers and the directors;

analyze our compensation and benefit programs relative to our peer group; and

advise the committee on trends in compensation and governance practices and on management proposals with respect to executive compensation.

The NECC has reviewed the independence of Mercer and has determined that Mercer has no conflicts of interest. In particular:

services provided to the Company by Mercer do not constitute a meaningful percentage of Mercer’s total revenues;

the committee has sole authority to retain or replace Mercer in its role as its consultant; and

the committee regularly reviews the performance and independence of Mercer.

During fiscal 2017, the aggregate fees paid to Mercer for services related to executive compensation were approximately $214,000. In fiscal 2017, Mercer and its Marsh & McLennan affiliates were also retained by our management to provide services unrelated to executive compensation, including

Energizer Holdings, Inc.2017 Proxy Statement39


EXECUTIVE COMPENSATION

providing advice regarding our global pension programs in the areas of compliance, administration and funding and global compensation consulting and benchmarking below the Executive Officer level. The aggregate fees paid for those other services in fiscal 2017 were approximately $1,070,000. The NECC and the board did not review or approve the other services provided to management by Mercer and its Marsh & McLennan affiliates, as those services were approved by our management in the normal course of business.

We have been advised by Mercer that the reporting relationship and compensation of the Mercer consultants who perform executive compensation consulting services for the NECC is separate from, and is not determined by reference to, Mercer’s or Marsh & McLennan’s other lines of business or their other work for us.

A representative of Mercer attends committee meetings and serves as a resource to the NECC on executive and director compensation matters. Additionally, to encourage independent review and discussion of executive compensation matters, the committee meets with Mercer in executive session.

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

As stated above under “Corporate Governance, Risk Oversight and Director Independence—Determining Executive Compensation” as part of its responsibilities, the Nominating and Executive Compensation Committee annually reviews the 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 the Company. In particular, there are several design features of those programs that the committee believes reduces the likelihood of excessive risk-taking:

the executive compensation program design provides a balanced mix of cash and equity, annual and longer-term incentives;

for the executive compensation program, maximum payout levels for bonuses and performance awards are capped;

multiple performance metrics are utilized to determine payouts under short-term and long-term incentive programs;

the Company does not grant stock options on a regular basis;

executive officers are subject to share ownership and retention guidelines;

the company has adopted anti-hedging and anti-pledging policies; and

the company has adopted a clawback policy related to incentive compensation earned by our named executive officers.

The committee determined that, for all employees, the Company’s compensation programs do not encourage excessive risk and instead encourage behavior that supports sustainable value creation.

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EXECUTIVE COMPENSATION

NOMINATING AND EXECUTIVE COMPENSATION COMMITTEE REPORT

The Nominating and Executive Compensation Committee of the Company’s Board of Directors consists entirely ofnon-employee directors that are independent under the NYSE listing standards. The Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis with management. Based on these reviews and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 2017.

James C. Johnson—Chairman

Cynthia J. Brinkley

Bill G. Armstrong

Kevin J. Hunt

No portion of this Nominating and Executive Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act, the Exchange Act, or through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be filed under either the Securities Act or the Exchange Act.

Energizer Holdings, Inc.2017 Proxy Statement41


EXECUTIVE COMPENSATION

EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing compensation plans as of September 30, 2017:

Plan Category 

(1)

Number of

Securities

to be Issued upon

Exercise of

Outstanding

Options,

Warrants and Rights

  

(2)

Weighted-Average

Exercise Price of

Outstanding

Options,

Warrants and Rights

 

(3)

Number of

Securities

Remaining Available

for Future Issuance

Under Equity

Compensation

Plans (Excluding

Securities Reflected

in Column (1),

and as Noted

Below)

 

Equity compensation plans approved by security holders

  1,333,728  N/A  5,123,728 

Equity compensation plans not approved by security holders

  None  N/A  None 

Total

  1,333,728  N/A  5,123,728 

(1)The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2017, includes 1,333,728 restricted stock equivalents which have been granted under the terms of the Energizer Holdings, Inc. Equity Incentive Plan (including our former parent company stock awards reissued and converted into Energizer stock awards in connection with theSpin-Off). This number reflects target payout on performance awards. If the awards were to pay out at stretch, the number of securities to be issued upon issuance would be 1,832,590. As of November 16, 2017, of the outstanding stock equivalents granted, approximately 132,400 have vested and converted into outstanding shares of our common stock. An additional 406,000 restricted stock equivalents have been granted, including 238,000 performance shares granted at target payout. Of the aggregate, approximately 870,000 outstanding stock equivalents under our equity incentive plan (i) vest over varying periods of time following

grant, and at that time, convert, on aone-for-one basis, into shares of common stock, or (ii) have already vested but conversion into shares of our common stock has been deferred, at the election of the recipient, until retirement or termination of employment. An additional 737,000 stock equivalents granted at target will vest only upon achievement of three-year performance measures.

(2)The weighted average exercise price does not take into account securities which will be issued upon conversion of outstanding restricted stock equivalents.

(3)This number only reflects securities available under the Equity Incentive Plan. Under the terms of that plan, any awards other than options, phantom stock options or stock appreciation rights are to be counted against the reserve available for issuance in a 2 to 1 ratio. This number reflects the target equivalents that could potentially be paid out. If payout numbers were at stretch, the number of shares available for issuance would be 4,126,004.

42Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Name and Principal Position

 Fiscal
Year
  Salary  Bonus
(1)
  Stock
Awards
(2)
  Option
Awards
  Non-Equity
Incentive
Plan Comp.
(1)(3)
  Change in
Pension Value
and
Nonqualified
Deferred
Comp. Earnings
(4)
  All
Other
Compensation
(5)
  Total 

Alan R. Hoskins

  2017  $961,833  $0  $3,860,069  $0  $1,647,424  $41,918  $159,629  $6,670,873 

President & Chief

  2016  $923,625  $0  $3,600,024  $0  $1,586,561  $68,875  $125,028  $6,304,113 

Executive Officer

  2015  $650,007  $0  $7,825,107  $0  $789,660  $68,371  $67,616  $9,400,761 

Timothy W. Gorman

  2017  $341,342  $0  $275,008  $0  $318,940  $0  $38,306  $973,596 

Executive Vice President &

         

Chief Financial Officer

         

Mark S. LaVigne

  2017  $555,621  $0  $1,312,526  $0  $$661,461  $3,485  $83,761  $2,616,854 

Executive Vice President

  2016  $539,438  $0  $1,312,501  $0  $740,395  $4,327  $67,802  $2,664,463 

& Chief Operating Officer

  2015  $461,246  $0  $3,633,178  $0  $1,070,905  $4,811  $63,037  $5,233,177 

Gregory T. Kinder

  2017  $437,158  $0  $900,036  $0  $390,928  $710  $57,948  $1,786,780 

Executive Vice President &

  2016  $416,250  $0  $900,006  $0  $429,244  $882  $41,656  $1,788,038 

Chief Supply Chain Officer

  2015  $375,182  $0  $1,325,781  $0  $614,538  $980  $20,569  $2,337,050 

Emily K. Boss

  2017  $427,107  $0  $515,076  $0  $381,647  $120  $55,107  $1,379,057 

Vice President & General

  2016  $411,000  $0  $500,057  $0  $423,083  $149  $37,502  $1,371,791 

Counsel

  2015  $295,000  $0  $1,275,806  $0  $578,918  $166  $32,052  $2,181,942 

Brian K. Hamm

  2017  $469,863  $0  $1,711,026  $0  $642,195  $0  $82,496  $2,905,580 

Former Executive

Vice President &

Chief Financial Officer

  2016  $539,438  $0  $1,312,501  $0  $740,395  $5,248  $59,466  $2,657,048 
  2015  $367,503  $0  $2,911,288  $0  $611,647  $5,836  $46,869  $3,943,143 
         

(1)All awards under our annual cash bonus program are based upon achievement of company performance measures established at the beginning of a performance period. Consequently, the value of all bonuses earned during the fiscal year have been included in the“Non-Equity Incentive Plan Compensation” column of this table. See footnote (3) below.

(2)The amounts listed in the column include a performance-based restricted stock equivalent grant awarded in November 2016 to our named executive officers. The value of the performance-based award reflects the most probable outcome award value at the date of its grant in accordance with FASB ASC Section 718. The award was valued based on the grant date fair value of $43.84. Refer to Note 11, Share-Based Payments of the Notes to Consolidated Financial Statements on our Annual Report on Form 10-K for the year ended September 30, 2017 for further discussion. The Company records estimated expense for the performance-based awards based on target achievement for the three-year period unless evidence

exists that a different outcome is likely to occur. Following is the maximum award value, if paid, for the performance-based awards granted in November 2016, based on the grant date fair value, A. Hoskins—$5,404,069; M. LaVigne—$1,837,510; T. Gorman—$385,003 G. Kinder—$1,260,049, E. Boss—$721,080 and B. Hamm—$1,514,847.

The grant date fair value of the performance- based awards included in the table is as follows:

Mr. Hoskins, $2,702,035

Mr. Gorman, $192,501

Mr. LaVigne, $918,755

Mr. Kinder, $630,025

Ms. Boss, $360,540

Mr. Hamm, $757,424

Energizer Holdings, Inc.2017 Proxy Statement43


EXECUTIVE COMPENSATION

The amounts listed in the column also include equity awards granted by our NECC in November 2016 that vest over three years assuming that the officer remains employed with the company. The award was granted using grant date fair value of the awards as follows:

Mr. Hoskins, $1,158,034

Mr. Gorman $82,507

Mr. LaVigne, $393,771

Mr. Kinder, $270,011

Ms. Boss, $154,536

Mr. Hamm, $324,635

For Mr. Hamm, the amount listed in the column includes the grant date fair value of the restricted stock equivalent awards granted in November 2016 (without any reduction related to the forfeiture of his outstanding awards) plus the incremental fair value associated with modifications to his outstanding restricted stock equivalent awards in fiscal 2017 totaling $628,967 pursuant to the terms of his Separation Agreement, as discussed in“Compensation Discussion and Analysis-Elements of Compensation-Separation Agreement.”

(3)The amounts reported in this column reflect bonuses earned by the named executive officers during the fiscal year under the applicable annual cash bonus program, as described in our“Compensation Discussion and Analysis.

(4)The amounts reported in this column consist of aggregate changes in the actuarial present value of accumulated benefits under the applicable retirement plan and the supplemental executive retirement plan, our pension restoration plan, which are the applicable defined benefit pension plans described in the narrative to the“Pension Benefits Table.” To the extent that payments under the qualified retirement plan exceed limitations imposed by the IRS, the excess will be paid under the terms of thenon-qualified supplemental executive retirement plan.

(5)The amounts reported in this column with respect to fiscal 2017 consist of the following:

(i)Company matching contributions or accruals in our 401(k) plan and executive savings investment plan:

Mr. Hoskins, $153,629

Mr. Gorman, $38,306

Mr. LaVigne, $77,761

Mr. Kinder, $53,948

Ms. Boss, $52,387

Mr. Hamm, $76,496

These amounts include benefits which were accrued by the named executive officers in our executive savings investment plan in lieu of the pension plus match account in our retirement plan (as described in the narrative to the “Pension Benefits Table”) due to certain limits imposed by the IRC on accruals in our retirement plan.

(ii)The incremental cost to the company of the following perquisites provided to the named executive officers:

Executive Financial Planning Program.    We reimburse the executives for 80% of the cost of personal financial advisory services, up to certain annual maximums. During fiscal 2017, the following reimbursement payments were made:

Mr. Hoskins, $6,000

Mr. LaVigne, $6,000

Mr. Kinder, $4,000

Ms. Boss, $2,720

Mr. Hamm, $6,000

The above list of perquisites does not include any contributions made by our charitable foundation which may have been made at the request of any of the named executive officers. The directors of that foundation, all of whom are employees of the Company, review requests for contributions to charitable organizations from employees, officers and the community at large, and, in their sole discretion, authorize contributions in accordance with the purposes of the foundation. Officers are also eligible to participate in the charitable foundation matching gift program, which is generally available to U.S. employees. Under this

44Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

program, the foundation matches 100% of charitable donations of a minimum of $25 made to eligible charities, up to a maximum of $5,000 per year for each individual.

Dividend Equivalent Payments Not Included.    Holders of restricted stock equivalents have the right to receive cash dividend equivalent payments on restricted

stock equivalents but only if the underlying restricted stock equivalents vest. The amounts of such dividends are reflected in the closing price of Energizer Holdings, Inc. common stock on the NYSE (or the common stock of our former parent company prior to theSpin-Off) and are included in the grant date fair value for the restricted stock equivalent grants.

Energizer Holdings, Inc.2017 Proxy Statement45


EXECUTIVE COMPENSATION

GRANTS OF PLAN-BASED AWARDS

Awards to the named executive officers, and to other key executives, were made in fiscal 2017 under two separate plans or programs:

potential cash awards under our annual cash bonus program, dependent upon achievement of performance measures established at the beginning of the fiscal year, as described in more detail in “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Fiscal 2017 Bonus Program”; and

three-year restricted stock equivalent awards under the terms of our equity incentive plan, which include a performance component and a time-vesting component, as described in more detail in “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Equity Awards.”

GRANTS OF PLAN-BASED AWARDS TABLE

          

Estimated Future Payouts

UnderNon-Equity

Incentive Plan Awards ($)

  

Estimated Future Payouts

Under Equity

Incentive Plan Awards (#)

                 
Name Type of Award 

Grant

Date

  Threshold  Target  Maximum  Threshold  Target  Maximum  

All Other

Stock

Awards:

Number of

Shares of

Stock(#)

  

All Other

Option

Awards:

Number of

Shares

Underlying

Options (#)

  

Exercise

or

Base

Price

of

Option

Awards

($/Sh)

  

Grant

Date

Fair

Value

of Stock

and Option

Awards(4)

 
A.R. Hoskins Bonus: Annl.Perf.(1)  11/14/16  $554,875  $ 1,109,750  $ 2,219,500                      
  Perf. Award(2)  11/14/16            30,817   61,634   123,268           $2,702,035 
  Perf. Awd.: Time Based(3)  11/14/16                     26,415        $1,158,034 
T.W. Gorman  Bonus: Annl.Perf.(1)  11/14/16  $109,857  $219,714  $439,428                      
  Perf. Award(2)  11/14/16            2,196   4,391   8,782           $192,501 
  Perf. Awd: Time Based(3)  11/14/16                     1,882        $82,507 
M.S. LaVigne Bonus: Annl.Perf.(1)  11/14/16  $222,789  $445,578  $891,157                      
  Perf. Award(2)  11/14/16            10,479   20,957   41,914           $918,755 
  Perf. Awd.: Time Based(3)  11/14/16                     8,982        $393,771 
G.T. Kinder Bonus: Annl.Perf.(1)  11/14/16  $131,670  $263,340  $526,680                      
  Perf. Award(2)  11/14/16            7,186   14,371   28,742           $630,025 
  Perf. Awd. Time Based(3)  11/14/16                     6,159        $270,011 
E.K. Boss Bonus: Annl.Perf.(1)  11/14/16  $128,544  $257,088  $514,176                      
  Perf. Award(2)  11/14/16            4,112   8,224   16,448           $360,540 
  Perf. Awd.: Time Based(3)  11/14/16                     3,525        $154,536 
B.K. Hamm Bonus: Annl.Perf.(1)  11/14/16  $216,300  $432,600  $865,200                      
  Perf. Award(2)  11/14/16            8,639   17,277   34,554           $757,424 
  Perf. Awd.: Time Based(3)  11/14/16                     7,405        $324,635 
  Modified Perf. Awd              9,336   18,672   37,344           $530,251(5) 
  Modified Time Based                       8,002        $98,716(5) 

(1)These amounts represent the estimated possible payouts of annual cash awards for fiscal year 2017 under our annual cash bonus program for each of our named executive officers. The actual amounts earned under the annual cash bonus program for fiscal year 2017 are disclosed in the “Summary Compensation Table” above as part of the column entitled “Non-Equity Incentive Plan Compensation.”

(2)Vesting of these restricted stock equivalents (the performance-linked component), awarded under the

three-year performance awards, is subject to achievement ofpre-established performance criteria for cumulative earnings per share and cumulative free cash flow as a percentage of net sales over the three year period commencing October 1, 2016, the beginning of our fiscal 2017. See “Compensation Discussion andAnalysis-Elements of Compensation-Incentive Programs-Equity Awards.”

(3)

These restricted stock equivalents (the time-vesting component) will vest three years from the date of grant,

46Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

if the officer remains employed with us at that time. The value of the amount calculated in accordance with accounting guidance is included in the “Stock Awards” column of the “Summary Compensation Table.”

(4)These amounts represent the grant date fair value calculated in accordance with FASB ASC Section 718, excluding forfeiture assumptions. For the three-year performance awards, the value includes the grant date fair value of the awards computed in accordance with FASB ASC Section 718, applying the same valuation model and assumptions applied for financial reporting purposes, excluding forfeiture assumptions. These amounts may not correspond to the actual value realized by the named executive officers. These amounts include awards granted at target.
For the three-year time-vesting awards, these amounts represent the grant date fair value calculated in accordance with FASB ASC Section 718, excluding forfeiture assumptions. The value includes 100% of such awards, with no reduction for potential forfeiture.

(5)These amounts represent the incremental fair value of Mr. Hamm’s restricted stock equivalent awards modified pursuant to the terms of his Separation Agreement, as discussed in“Compensation Discussion and Analysis-Elements of Compensation-Separation Agreement.”

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following types of equity awards have been granted to the named executive officers, and remain unvested as of September 30, 2017.

Restricted stock equivalents, the vesting of which is subject to the achievement of performance-linked and time-vesting conditions over a three year period, as described in “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Equity Awards.” Vesting of restricted stock equivalents will accelerate, however, upon death, disability and upon a change of control of the Company. A portion will also vest upon voluntary retirement if the awards have been held for at least twelve months and the officer is age 55 with at least 10 years of service, including service with our former parent prior toSpin-Off. Unvested restricted stock equivalent awards are included under “Stock Awards—Number of Shares orUnits of Stock That Have Not Vested,” in the

table below. The performance-based awards have similar terms and vest upon achievement of cumulative adjusted earnings per share and cumulative adjusted free cash flow as a percentage of sales goals. See “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Equity Awards.”

Specialone-time restricted stock equivalents granted by Energizer that will vest ratably on each of the five anniversaries from the date of grant. Vesting of all of the restricted stock equivalents will accelerate, however, upon death, disability and upon a change of control of the Company. A portion will also vest upon voluntary retirement if the awards have been held for at least twelve months and the officer is age 55 with at least 10 years of service and upon involuntary termination (other than for cause).

Energizer Holdings, Inc.2017 Proxy Statement47


EXECUTIVE COMPENSATION

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table and footnotes set forth information regarding outstanding restricted stock equivalent awards as of September 30, 2017 for the named executive officers. The market value of shares that have not vested was determined by multiplying $46.05, the closing market price of the Company’s stock on September 29, 2017, the last trading day of fiscal 2017, by the number of shares.

   Stock Awards 
Name Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
  

Market Value
of Shares or
Units of
Stock That
Have Not
Vested

($)

  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(1)(8)
  

Equity
Incentive

Plan

Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights

That Have

Not Vested ($)(1)

 

A.R. Hoskins

  176,043(2)  $8,106,780   258,244(9)  $11,892,136 

T.W. Gorman

  13,076(3)  $602,150   21,906(10)  $1,008,771 

M.S. LaVigne

  69,066(4)  $3,180,489   91,124(11)  $4,196,260 

G.T. Kinder

  30,154(5)  $1,388,592   62,486(12)  $2,877,480 

E.K. Boss

  24,307(6)  $1,119,337   35,196(13)  $1,620,776 

B.K. Hamm

  8,002(7)  $368,492   37,344(14)  $1,719,691 

(1)The amount of the awards is based on payout assuming results meet the maximum performance level at the conclusion of the performance period.

(2)Of this total for Mr. Hoskins,

120,704 restricted stock equivalents granted 7/8/15 vest ratably on each of the first five anniversaries of the grant date;

28,924 restricted stock equivalents granted 11/16/15 vest on 11/16/18; and

26,415 restricted stock equivalents granted 11/14/16 vest on 11/14/19.

(3)Of this total for Mr. Gorman

8,382 restricted stock equivalents granted 7/8/15 vest ratably on each of the first five anniversaries of the grant date;

2,812 restricted stock equivalents granted 11/16/15 vest on 11/16/18; and

1,882 restricted stock equivalents granted 11/14/16 vest on 11/14/19.

(4)Of this total for Mr. LaVigne,

49,539 restricted stock equivalents granted 7/8/15 vest ratably on each of the first five anniversaries of the grant date;
10,545 restricted stock equivalents granted 11/16/15 vest on 11/16/18; and

8,982 restricted stock equivalents granted 11/14/16 vest on 11/14/19.

(5)Of this total for Mr. Kinder,

16,764 restricted stock equivalents granted 7/8/15 vest ratably on each of the first five anniversaries of the grant date;

7,231 restricted stock equivalents granted 11/16/15 vest on 11/16/18; and

6,159 restricted stock equivalents granted 11/14/16 vest on 11/14/19.

(6)Of this total for Ms. Boss,

16,764 restricted stock equivalents granted 7/8/15 vest ratably on each of the first five anniversaries of the grant date;

4,018 restricted stock equivalents granted 11/16/15 vest on 11/16/18; and

3,525 restricted stock equivalents granted 11/14/16 vest on 11/14/19.

(7)Of this total for Mr. Hamm,

6,151 restricted stock equivalents represent the pro rata portion of Mr. Hamm’s time-based restricted stock equivalents originally granted 11/16/15 and subsequently modified pursuant to his Separation Agreement.

48Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

1,851 restricted stock equivalents represent the pro rata portion of Mr. Hamm’s time-based restricted stock equivalents originally granted 11/14/16 and subsequently modified pursuant to his Separation Agreement.

(8)Performance-based restricted stock equivalent awards each vest on the date the Company publicly releases earnings results for the third fiscal year of the performance period.

(9)Of this total for Mr. Hoskins,

134,976 restricted stock equivalents represent the performance-linked component of performance awards granted 11/16/15; and

123,268 restricted stock equivalents represent the performance-linked component of performance awards granted 11/14/16.

(10)Of this total for Mr. Gorman,

13,124 restricted stock equivalents represent the performance-linked component of performance awards granted 11/16/15; and

8,782 restricted stock equivalents represent the performance-linked component of performance awards granted 11/14/16.

(11)Of this total for Mr. LaVigne,

49,210 restricted stock equivalents represent the performance-linked component of performance awards granted 11/16/15; and

41,914 restricted stock equivalents represent the performance-linked component of performance awards granted 11/14/16.
(12)Of this total for Mr. Kinder,

33,744 restricted stock equivalents represent the performance-linked component of performance awards granted 11/16/15; and

28,742 restricted stock equivalents represent the performance-linked component of performance awards granted 11/14/16.

(13)Of this total for Ms. Boss,

18,748 restricted stock equivalents represent the performance-linked component of performance awards granted 11/16/15; and

16,448 restricted stock equivalents represent the performance-linked component of performance awards granted 11/14/16.

(14)Of this total for Mr. Hamm,

28,706 restricted stock equivalents represent the pro rata portion of Mr. Hamm’s performance-based restricted stock equivalents originally granted 11/16/15 and subsequently modified pursuant to his Separation Agreement.

8,638 restricted stock equivalents represent the pro rata portion of Mr. Hamm’s performance-based restricted stock equivalents originally granted 11/14/16 and subsequently modified pursuant to his Separation Agreement.

Energizer Holdings, Inc.2017 Proxy Statement49


EXECUTIVE COMPENSATION

OPTION EXERCISES AND STOCK VESTED

   Stock Awards
Name 

Number of Shares

          Acquired on Vesting          

(1)

 

      Value Realized on      

Vesting

($)

 A. R. Hoskins

   93,114  $4,251,113

 T. W. Gorman

   4,837  $219,263

 M.S. LaVigne

   66,086  $3,000,932

 G. T. Kinder

   28,726  $1,302,290

 E. K. Boss

   23,578  $1,068,458

 B. K. Hamm

   37,807  $1,723,830

(1)In fiscal 2017, the time-based restricted stock equivalents granted to each of the officers by our former parent company in fiscal 2014 and 2015 vested in accordance with the terms of the awards.

In fiscal 2017, 20% of the time-based restricted stock equivalents granted to each of the officers at the time of ourSpin-Off from our former parent company vested in accordance with the terms of the awards.

50Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

PENSION BENEFITS

Energizer established a new retirement plan that acquired the assets and assumed the liabilities of our former parent’s plans in connection with theSpin-Off. Prior to January 1, 2014, our former parent company’s retirement plan covered essentially all U.S. employeescolleagues of Energizer after they became eligible. Pension benefits are provided under a tax qualified defined benefit plan (the “Energizer Holdings, Inc. Retirement Plan”) that is subject to maximum pay and benefit limits under the tax rules. Pension benefits are also provided under a pension restoration plan (the “Supplemental Executive Retirement Plan”) that provides a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for the tax limitations. Mr. Hoskins, Mr. LaVigne, Mr. Drabik and Mr. Kinder have pension benefits. Details of pension benefits under the Supplemental Executive Retirement Plan are set forth in the “Pension Benefits Table,” including the accompanying narrative. AsThe plans were frozen as of December 31, 2013, which is the end of the first quarter of our former parent company’s fiscal 2014 the plans were frozen and future retirement service benefits are no longer accrued under this retirement program. The freeze includes both the qualified andnon-qualified plans.

The Retirement Accumulation Account that was effective from January 1, 2010 to December 31, 2013, included the future retirement benefits of the participants in our former parent company’s qualified defined benefit pension plan, including the named executive officers,NEOs, which were determined in accordance with a retirement accumulation formula. The participants received monthly credits equal to 6% of their eligible benefit earnings for each month, which amounts were credited with monthly interest equal to the30-year Treasury rate that is reset annually. Certain older, longer-tenured participants, including the named executive officersNEOs with age and years of service totaling at least 60 but not more than 74 as of December 31, 2009 received an additional monthly credit equal to 2% of eligible benefit earnings. Participants receive credit for years of service with our former parent company. Other older, longer-tenured participants with age and years of service totaling 75 or more as of December 31, 2009 received an additional monthly credit equal to 4% of their eligible benefit earnings. These transition credits were available to eligible plan participants through 2013 (or, if earlier, their termination of employment with the Company).

The defined benefit plan has used the following other benefit calculation formulas, all of which have beenwere frozen as of the end of calendar year 2009:

Pension Equity (PEP)
Pension Equity Plan (“PEP”) benefit formula. Under PEP, an executive is entitled to a benefit (payable in lump sum or as a monthly annuity) based on five-year average annual earnings, which were multiplied by “pension equity credits” earned with years of service. The benefit was subject to a three-year vesting period. PEP was applied to Mr. Hoskins.
PensionPlus Match Account (“PPMA”). The PPMA generally provided a 325% match under our retirement plan to those participants who made an after-tax contribution of 1% of their annual earnings to our 401(k) plan. To the extent an officer’s PPMA benefit was unavailable due to the IRC limits, the benefit was restored under our excess savings investment plan and not the pension restoration plan for executives. The benefit was generally subject to a three-year vesting requirement. The PPMA benefit was available through the end of the calendar year 2009 for Mr. Hoskins and Mr. Drabik.
36  Energizer Holdings, Inc. 2020 Proxy Statement


TABLE OF CONTENTS

Perquisites
We offer a limited number of perquisites for our executive officers. The only perquisite is the executive financial planning program, which provides reimbursement for 80% of the costs incurred for qualifying financial planning, legal, and tax preparation services up to a maximum of $8,000 in the first calendar year the executive is employed by the Company and $6,000 in subsequent calendar years. This benefit partially offsets costs incurred by our executive officers in connection with their regulatory compliance obligations as public company executives. We regularly review the benefits provided to our executives and make appropriate modifications based on peer group analysis and the Human Capital Committee’s evaluation of the retentive value of these benefits.
Severance and Other Benefits Following a Change of Control
We have not entered into employment agreements with our executives. However, the Human Capital Committee approved an executive severance plan and change of control agreements for each of our executive officers, as discussed under “Potential Payments upon Termination or Change of Control” to align with the market practice of using pre-defined termination programs for NEOs.
The change of control agreements are designed to provide executives with increased security in the event of a change of control. The Human Capital Committee annually reviews the cost and terms of the agreements with input provided by Mercer LLC. We believe that the retention value provided by the agreements, and the benefit to us when the executive is provided the opportunity to focus on the interests of shareholders and not the executive’s own personal financial interests, outweighs the potential cost, given that:
the protections are common among companies of our size, and allow us to offer a competitive compensation package;
the costs will be triggered only if the new controlling entity involuntarily terminates the impacted executives, or the executives resign for good reason, during the protected period;
the agreements include non-compete and non-solicitation covenants binding on the executives, which can provide significant considerations to completion of a potential transaction; and
the individuals who have agreements are carefully selected by the Board of Directors, and we believe these executives are critical to the process of evaluating or negotiating a potential change of control transaction or in the operation of our business during the negotiations or integration process, so that their retention would be critical to the success of a transaction.
We do not permit tax gross-up payments relating to severance payments for change of control employment agreements entered into with our executive officers.
A description of the projected cost, if a change of control were to have occurred on the last day of fiscal 2020 and all of the NEOs were terminated on that date, is provided under “Potential Payments upon Termination or Change of Control”.
Retirement Transition Agreements
Gregory T. Kinder
On February 26, 2020, the Company and Mr. Kinder entered into a Retirement Transition Agreement (the “Kinder Transition Agreement”). The Kinder Transition Agreement provided for certain modified compensation and benefits to Mr. Kinder in lieu of what would have been payable under the executive severance plan in connection with Mr. Kinder’s orderly transition of his knowledge, duties and responsibilities prior to his retirement. The Kinder Transition Agreement, among other things, provided for:
Mr. Kinder’s retirement effective as of April 30, 2020;
Mr. Kinder received his FY20 base salary and benefits through his retirement date;
A pro rata cash transition bonus payable on or about November 30, 2020 which is calculated based on a 60% target bonus and using the same methodology under the terms of the Annual Incentive Plan, if, and to the extent that the performance goals are achieved under the terms of the Plan;
A pro rata portion of his 2017, 2018 and 2019 performance restricted stock equivalent awards, to the extent the performance goals are achieved at the end of the relevant performance period;
Mr. Kinder’s 2017, 2018 and 2019 time-based restricted stock equivalent awards will continue to vest and become payable under the terms of his award agreements as though Mr. Kinder had remained employed with the Company through the applicable vesting periods; and

Energizer Holdings, Inc. 2020 Proxy Statement  37

TABLE OF CONTENTS

Mr. Kinder’s Spin-Off restricted stock equivalent awards that were scheduled to vest on July 8, 2020 fully vested and became payable on July 8, 2020.
Dividend equivalents will continue to accrue and are payable upon vesting of the pro rata portions of the performance-based awards and the time-based restricted stock equivalent awards granted to Mr. Kinder.
The Kinder Transition Agreement contains customary confidentiality, cooperation, non-competition, non-solicitation and non-disparagement provisions as well as an Affirmation Agreement releasing all claims between the Company and Mr. Kinder.
In addition, Mr. Kinder’s Change of Control Employment Agreement, dated July 1, 2015, terminated effective April 30, 2020.
Alan R. Hoskins
On November 20, 2020, the Human Capital Committee of the Board approved, and the Company entered into, a Retirement Transition Agreement (the “Hoskins Retirement Agreement”), as well as a grant to Mr. Hoskins of restricted stock units having a grant-date value of $350,000, in connection with Mr. Hoskins’ retirement as the Company’s CEO in support of a successful CEO transition, which will occur on January 1, 2021, and service as special advisor to the Company during the Transition Period (defined below). The Hoskins Retirement Agreement, among other things, provides for the following:
Mr. Hoskins will remain employed by the Company as a Special Advisor to support the leadership transition by providing advice, guidance and assistance during the period beginning on January 1, 2021 through September 30, 2021 (or a date determined in accordance with the terms of the Hoskins Retirement Agreement) (the “Retirement Date”), this period is referred to as the “Transition Period”, and he will continue to receive his base salary during the Transition Period;
The November 2020 equity award consists of 70% performance-linked RSUs and 30% time-based RSUs;
All of Mr. Hoskins’ unvested time-based restricted stock equivalents (under the 2015 Plan) and RSUs (under the Omnibus Incentive Plan) will remain outstanding during the Transition Period and following his retirement and will vest according to their original vesting dates;
All of Mr. Hoskins’ unvested performance-linked restricted stock equivalents (granted under the 2015 Plan) and RSUs (granted under the Omnibus Incentive Plan) will remain outstanding during the Transition Period and following his retirement and will vest according to the Company’s financial results for applicable periods and subject to certain additional conditions;
Mr. Hoskins will not participate in the Executive Officer Bonus Plan during fiscal year 2021; however, he will be eligible to receive a transitional cash bonus equal to 115% of his base salary for fiscal year 2020, which is equivalent to the target annual bonus that would have been payable under the terms of the Annual Incentive Plan had Mr. Hoskins been a participant for fiscal year 2021;
If the Company terminates Mr. Hoskins’ services without cause prior to September 30, 2021, he will remain entitled to the same bonus payment and vesting of the time-based and performance-linked RSUs that he would have received if he had continued to serve as Special Advisor until his Retirement Date; and
Mr. Hoskins’ Change of Control Employment Agreement dated July 1, 2015, will continue through the Retirement Date, and will be terminated as of the Retirement Date, provided he is not entitled to duplicate payments or benefits under such agreement and the Hoskins Retirement Agreement.
Dividend equivalents will continue to accrue and are payable upon vesting of the performance-based awards and the time-based restricted stock equivalent and RSU awards granted to Mr. Hoskins.
The Hoskins Retirement Agreement also contains customary confidentiality, cooperation and non-disparagement provisions, which are perpetual, and non-competition and non-solicitation provisions, which expire on September 30, 2024 (or the date falling three years after the end of the Transition Period, whichever is sooner), as well as a mutual release of claims between the Company and Mr. Hoskins.
38  Energizer Holdings, Inc. 2020 Proxy Statement


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HUMAN CAPITAL COMMITTEE REPORT
The Human Capital Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Human Capital Committee recommended to the Board that the Compensation Discussion and Analysis be included in the proxy statement and incorporated by reference into the Annual Report on Form 10-K for the year ended September 30, 2020.
Submitted by the Human Capital Committee members of the Board:
Cynthia J. Brinkley — Chair
Bill G. Armstrong
Rebecca C. Frankiewicz
Kevin J. Hunt
Nneka L. Rimmer

Energizer Holdings, Inc. 2020 Proxy Statement  39

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
Name and Principal Position
Fiscal
Year
Base
Salary
Bonus
Stock
Awards(1)
Option
Awards
Non-Equity
Incentive
Plan
Comp.(2)
Change in
Pension Value
and Nonqualified
Deferred
Comp. Earnings(3)
All Other
Compensation(4)
Total
Alan R. Hoskins
Chief Executive Officer
2020
$1,055,750
$0
$4,243,626
$0
$1,214,111
$50,564
$154,762
$6,718,813
2019
$1,025,000
$0
$4,120,076
$0
$1,439,530
$72,162
$158,150
$6,814,918
2018
$994,167
$0
$4,000,056
$0
$1,510,837
$65,680
$164,495
$6,735,235
Mark S. LaVigne
President and Chief Operating Officer
2020
$674,170
$0
$1,770,074
$0
$538,893
$3,609
$76,728
$3,063,474
2019
$588,024
$0
$1,320,077
$0
$574,492
$5,023
$77,494
$2,565,110
2018
$570,897
$0
$1,320,033
$0
$603,545
$4,549
$79,942
$2,578,966
Timothy W. Gorman
Chief Financial Officer
2020
$575,640
$0
$1,000,049
$0
$431,730
$0
$63,029
$2,070,448
2019
$554,667
$0
$1,000,090
$0
$508,024
$0
$76,837
$2,139,618
2018
$520,000
$0
$850,054
$0
$755,385
$0
$50,336
$2,175,775
Hannah H. Kim
Chief Legal Officer and Corporate Secretary
2020
$384,314
$0
$520,045
$0
$230,062
$0
$16,134
$1,150,555
John J. Drabik
Senior Vice President, Corporate Controller
2020
$337,253
$0
$400,055
$0
$202,259
$4,593
$32,372
$976,532
Gregory T. Kinder
Former Chief Supply Chain Officer
2020
$290,349
$0
$875,059
$0
$167,859
$735
$42,632
$1,376,634
2019
$463,369
$0
$875,011
$0
$339,529
$1,023
$61,204
$1,740,136
2018
$449,873
$0
$875,027
$0
$356,699
$926
$50,449
$1,732,974
(1)
The amounts listed in the column for fiscal 2020 include a performance-based restricted stock equivalent grant awarded in November 2019 to the executive officers. The value of the performance-based award reflects the most probable outcome award value at the date of its grant in accordance with FASB ASC Topic 718. The award was valued based on the grant date fair value of $43.10. Refer to Note 8, Share-Based Payments of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended September 30, 2020 for further discussion. The Company records estimated expense for the performance-based awards based on target achievement for the three-year period unless evidence exists that a different outcome is likely to occur. Following is the maximum award value, if paid, for the performance-based awards granted in November 2019, based on the grant date fair value, A. Hoskins—$5,941,076; M. LaVigne—$2,478,078; T. Gorman—$1,400,060; H. Kim —$728,045, J. Drabik—$560,041, and G. Kinder—$1,225,074. The grant date fair value of the performance-based awards included in the table is as follows:
Mr. Hoskins, $2,970,538
Mr. Gorman, $700,030
Mr. Drabik, $280,021
Mr. LaVigne, $1,239,039
Ms. Kim, $364,023
Mr. Kinder, $612,537
The amounts listed in the column for fiscal 2020 also include time-based restricted stock equivalent awards granted by the Human Capital Committee in November 2019 that vest over three years assuming that the officer remains employed with the Company. The award was granted using grant date fair value of the awards as follows:
Mr. Hoskins, $1,273,088
Mr. Gorman, $300,019
Mr. Drabik, $120,034
Mr. LaVigne, $531,035
Ms. Kim, $156,022
Mr. Kinder, $262,522
(2)
The amounts reported in this column reflect annual incentive awards earned by the NEOs during the fiscal year under the applicable annual incentive plan.
(3)
The amounts reported in this column consist of aggregate changes in the actuarial present value of accumulated benefits under the applicable retirement plan and the supplemental executive retirement plan, our pension restoration plan, which are the applicable defined benefit pension plans described in the narrative to the “Pension Benefits Table”. To the extent that payments under the qualified retirement plan exceed limitations imposed by the IRS, the excess will be paid under the terms of the non-qualified supplemental executive retirement plan.
(4)
The amounts reported in this column with respect to fiscal 2020 consist of the following:
(i)
Company matching contributions in our 401(k) plan:
Mr. Hoskins, $17,236
Mr. Gorman, $15,567
Mr. Drabik, $17,166
Mr. LaVigne, $16,800
Ms. Kim, $16,134
Mr. Kinder, $10,431
(ii)
Company matching contributions in our executive savings investment plan:
Mr. Hoskins, $131,526
Mr. Gorman, $47,462
Mr. Drabik, $13,707
Mr. LaVigne, $53,928
Ms. Kim, $0
Mr. Kinder, $32,201
These amounts include benefits which were accrued by the NEOs in our executive savings investment plan in lieu of the pension plus match account in our retirement plan (as described in the narrative to the “Pension Benefits Table”) due to certain limits imposed by the IRC on accruals in our retirement plan.
40  Energizer Holdings, Inc. 2020 Proxy Statement


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(iii)
The incremental cost to the Company of the following perquisites provided to the executive officers:
Executive Financial Planning Program. We reimburse the executives for 80% of the cost of personal financial advisory services, up to certain annual maximums. During fiscal 2020, the following reimbursement payments were made:
Mr. Hoskins, $6,000
Mr. Drabik, $1,499
Mr. LaVigne, $6,000
The above list of perquisites does not include any contributions made by our charitable foundation which may have been made at the request of any of the NEOs. The directors of that foundation, all of whom are colleagues of the Company, review requests for contributions to charitable organizations from colleagues, officers and the community at large, and, in their sole discretion, authorize contributions in accordance with the purposes of the foundation. Executive officers are also eligible to participate in the charitable foundation matching gift program, which is generally available to U.S. colleagues. Under this program, the foundation matches 100% of charitable donations of a minimum of $25 made to eligible charities, up to a maximum of $5,000 per year for each individual.
Dividend Equivalent Payments Not Included. Holders of restricted stock equivalents have the right to receive cash dividend equivalent payments on restricted stock equivalents but only if the underlying restricted stock equivalents vest. The amounts of such dividends are reflected in the closing price of Energizer Holdings, Inc. common stock on the NYSE (or the common stock of our former parent company prior to the Spin-Off) and are included in the grant date fair value for the restricted stock equivalent grants.
GRANTS OF PLAN-BASED AWARDS
Awards to the NEOs, and to other key executives, were made in fiscal 2020 under two separate plans or programs:
cash awards under our annual cash incentive program, with payouts determined based on achievement of performance measures established at the beginning of the fiscal year, as described in more detail in “Compensation Discussion & Analysis – Elements of Compensation – Annual Incentive Program”; and
three-year restricted stock equivalent awards under the terms of our 2015 Plan, which include a performance component and a time-vesting component, as described in more detail in “Compensation Discussion & Analysis – Elements of Compensation – Long-Term Incentive Program”.

Energizer Holdings, Inc. 2020 Proxy Statement  41

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GRANTS OF PLAN-BASED AWARDS TABLE
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards ($)
Estimated Future Payouts
Under Equity
Incentive Plan Awards (#)
Name
Type of Award
Grant
Date
Threshold
Target
Maximum
Threshold
Target
Maximum
All Other
Stock
Awards:
Number of
Shares of
Stock (#)
All Other
Option Awards:
Number of
Shares
Underlying
Options (#)
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
Grant
Date
Fair
Value
of Stock
and Option
Awards
(4)(6)
A.R. Hoskins
Bonus: Annl.Perf.(1)
11/11/19
$607,056
$1,214,111
$2,428,222
Perf. Award(2)
11/11/19
34,461
68,922
137,844
$2,970,538
Perf.Awd.:Time Based(3)
11/11/19
29,538
$1,273,088
M.S. LaVigne
Bonus: Annl.Perf.(1)
11/11/19
$269,447
$538,893
$1,077,786
Perf. Award(2)
11/11/19
14,374
28,748
57,496
$1,239,039
Perf. Awd:Time Based(3)
11/11/19
12,321
$531,035
T.W. Gorman
Bonus: Annl.Perf.(1)
11/11/19
$215,865
$431,730
$863,460
Perf. Award(2)
11/11/19
8,121
16,242
32,484
$700,030
Perf. Awd:Time Based(3)
11/11/19
6,961
$300,019
H.H. Kim
Bonus: Annl.Perf.(1)
11/11/19
$115,031
$230,062
$460,124
Perf. Award(2)
11/11/19
4,223
8,446
16,892
$364,023
Perf. Awd:Time Based(3)
11/12/18
3,620
$156,022
J.J. Drabik
Bonus: Annl.Perf.(1)
11/11/19
$101,130
$202,259
$404,518
Perf. Award(2)
11/11/19
3,249
6,497
12,994
$280,021
Perf. Awd:Time Based(3)
11/11/19
2,785
$120,034
G.T, Kinder
Bonus: Annl.Perf.(1)
11/11/19
$83,930
$167,859
$335,718
Perf. Award(2)(4)
11/11/19
7,106
14,212
28,424
$612,537
Perf. Awd:Time Based(3)(5)
11/11/19
6,091
$262,522
(1)
These amounts represent the estimated possible payouts of annual cash awards for fiscal 2020 under our annual cash incentive program for each of our NEOs. The actual amounts earned under the annual cash bonus program for fiscal 2020 are disclosed in the “Summary Compensation Table” above as part of the column entitled “Non-Equity Incentive Plan Compensation”.
(2)
Vesting of these restricted stock equivalents (the performance-linked component), awarded under the three-year performance awards, is subject to achievement of pre-established performance criteria for cumulative adjusted earnings per share and cumulative adjusted free cash flow as a percentage of net sales over the three-year period commencing October 1, 2019, the beginning of our fiscal 2020. See “Compensation Discussion & Analysis – Elements of Compensation – Long-Term Incentive Program”.
(3)
These restricted stock equivalents (the time-vesting component) will vest three years from the date of grant, if the executive officer remains employed with us at that time. The grant date fair value of the amount calculated in accordance with accounting guidance is included in the “Stock Awards” column of the “Summary Compensation Table”.
(4)
In accordance with the Kinder Transition Agreement, Mr. Kinder is entitled to a benefit (payable in lump sum or as a monthly annuity) based on five-year average annual earnings, which were multiplied by “pension equity credits” earned with yearspro rata portion of service. The benefit was subjecthis performance-based restricted stock equivalent awards, to a three year vesting period. PEP was applied to Mr. Hoskins and Mr. Hamm.

PensionPlus Match Account (PPMA). The PPMA generally provided a 325% match under our retirement plan to those participants who made anafter-tax contribution of 1% of their annual earnings to our 401(k) plan. To the extent an officer’s PPMA benefit was unavailable due to the IRC limits, the benefit was restored under our excess savings investment plan and not the pension restoration plan for executives. The benefit was generally subject to a three-year vesting requirement. The PPMA benefit was available throughperformance goals are achieved at the end of the calendarrelevant performance period. Such pro rata estimated future payouts (in number of shares) are 1,185 (Threshold), 2,369 (Target) and 4,738 (Maximum). See “Compensation Discussion & Analysis – Elements of Compensation – Retirement Transition Agreements,” above.
(5)
Mr. Kinder’s time-based restricted stock equivalent awards will continue to vest and become payable under the terms of his award agreements as though Mr. Kinder had remained employed with the Company through the applicable vesting periods, in accordance with the Kinder Transition Agreement. See “Compensation Discussion & Analysis – Elements of Compensation – Retirement Transition Agreements,” above.
(6)
These amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718, excluding forfeiture assumptions. For the three-year performance awards, the value includes the grant date fair value of the awards computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes, excluding forfeiture assumptions. These amounts may not correspond to the actual value realized by the NEOs. These amounts include awards granted at target. For the three-year time-vesting awards, these amounts represent the grant date fair value calculated in accordance with FASB ASC Topic 718, excluding forfeiture assumptions. The value includes 100% of such awards, with no reduction for potential forfeiture.
For further discussion regarding the fiscal year 2020 grants under our annual incentive program see “Annual Incentive Program” and for further discussion regarding the timing and procedures for the fiscal year 2020 grants of performance-based and time-based long-term incentive awards, See “Compensation Discussion & Analysis – Elements of Compensation – Long-Term Incentive Program.”
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table and footnotes set forth information regarding outstanding, unvested equity awards of our NEOs as of September 30, 2020. All of such awards are in the form of restricted stock equivalents, the vesting of which is, for performance-based awards, subject to the achievement of cumulative financial metrics over a three-year period, and, for time-based awards, generally over a three-year period, subject to acceleration of vesting in certain limited circumstances as contemplated under our equity incentive plans. See “Compensation Discussion & Analysis – Elements of Compensation – Long-Term Incentive Program.”
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE
Stock Awards
Name
Grant Date
(1)(2)(3)(4)
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
Market Value
of Shares or
Units of
Stock That
Have Not
Vested
($)(5)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(2)
Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights
That Have
Not Vested ($)(5)
A.R. Hoskins
11/13/2017
27,150
$1,062,651
84,255
$3,297,741
11/12/2018
20,515
$802,957
47,868
$1,873,554
11/11/2019
29,538
$1,156,117
34,461
$1,348,804
Total
77,203
$3,021,725
166,584
$6,520,099
M.S. LaVigne
11/13/2017
8,960
$350,694
27,804
$1,088,249
11/12/2018
6,573
$257,267
15,337
$600,290
11/11/2019
12,321
$482,244
14,374
$562,598
Total
27,854
$1,090,205
57,515
$2,251,137
T.W. Gorman
11/13/2017
5,770
$225,838
17,905
$700,802
11/12/2018
4,980
$194,917
11,619
$454,768
11/11/2019
6,961
$272,454
8,121
$317,856
Total
17,711
$693,209
37,645
$1,473,426
H.H. Kim
06/25/2018
1,008(7)
$39,453
$
11/12/2018
778(7)
$30,451
1,038
$40,627
11/11/2019
3,620
$141,687
4,223
$165,288
Total
5,406
$211,591
5,261
$205,915
J.J. Drabik
11/13/2017
1,697
$66,421
5,267
$206,150
11/12/2018
1,245
$48,729
2,905
$113,702
11/11/2019
2,785
$109,005
3,249
$127,166
Total
5,727
$224,155
11,421
$447,018
G.T. Kinder
11/13/2017
5,939
$232,452
15,873
$621,269
11/12/2018
4,357
$170,533
5,083
$198,949
11/11/2019
6,091
$238,402
1,185
$46,381
Total
16,387
$641,387
22,141
$866,599
(1)
Restricted stock equivalents granted on 11/13/2017 vested on 11/13/2020.
(2)
Restricted stock equivalents granted on 11/12/2018 vest on 11/12/2021.
(3)
Restricted stock equivalents granted on 11/11/2019 vest on 11/11/2022.
(4)
Performance-based restricted stock equivalent awards each vest on the date the Human Capital Committee certifies the results of the third fiscal year 2009of the performance period for the respective award.
(5)
The market value of awards that have not vested was determined by multiplying $39.14, the closing market price per share of the Company’s stock on September 30, 2020, by the number of restricted stock equivalents.
(6)
Performance-based restricted stock equivalent awards granted on 11/13/2017 vested on November 16, 2020, the date the Human Capital Committee certified the results of fiscal 2020, the last period of the performance period for such awards, at 133\%. Performance-based restricted stock equivalent awards granted on 11/12/2018 and 11/11/2019 reflect the number of share equivalents calculated based on achieving performance goals at the target level and threshold level, respectively.
(7)
Represent time-based restricted stock equivalents that vest ratably each year over a four-year period.

Energizer Holdings, Inc. 2020 Proxy Statement  43

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STOCK VESTED DURING FISCAL YEAR 2020
The following table sets forth information on restricted stock units and performance restricted stock units that vested during fiscal year 2020 for the NEOs.
STOCK VESTED TABLE
Stock Awards
Name
Number of Shares
Acquired on Vesting
(1)(2)(3)(4)(5)
Value Realized on
Vesting
($)
A. R. Hoskins
189,917
$9,179,109
M.S. LaVigne
67,409
$3,257,114
T. W. Gorman
13,458
$650,478
H.H. Kim
765
$34,509
J.J. Drabik
14,001
$677,341
G.T. Kinder
40,489
$1,958,145
(1)
In fiscal 2020, 20% of the time-based restricted stock equivalents granted to each of the officers at the time of our Spin-Off from our former parent company vested in accordance with the terms of the awards. The number of equivalents that vested for each executive officer at a market price of $48.01 is as follows: Mr. Hoskins, 40,234; Mr. LaVigne, 16,513; Mr. Gorman, 2,794; Mr. Drabik, 1,397; and Mr. Hamm.Kinder, 5,588.
(2)
On June 25, 2020, 25% of the time-based restricted stock equivalent award granted on June 25, 2018 to Ms. Kim vested. A total of 505 equivalents vested at a market price of $46.71.
(3)
On November 12, 2019, 25% of the time-based restricted stock equivalent award granted on November 12, 2018 to Ms. Kim vested. A total of 260 equivalents vested at a market price of $42.00.
(4)
On November 13, 2019, 200% of the performance-based restricted stock equivalent awards granted in fiscal 2017 vested in accordance with the terms of the award agreements. The number of equivalents that vested for each executive officer at a market price of $48.38 is as follows: Mr. Hoskins, 123,268; Mr. LaVigne, 41,914, Mr. Gorman, 8,782; Mr. Drabik, 10,380; and Mr. Kinder, 28,742.
(5)
On November 14, 2019, 100% of the time-based restricted stock equivalent awards granted in fiscal 2017 vested in accordance with the terms of the award agreements. The number of equivalents that vested for each executive officer at a market price of $48.60 is as follows: Mr. Hoskins, 26,415; Mr. LaVigne, 8,982, Mr. Gorman, 1,882; Mr. Drabik, 2,224; and Mr. Kinder, 6,159.
44  Energizer Holdings, Inc. 2020 Proxy Statement


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Energizer Holdings, Inc.2017 Proxy Statement51

PENSION BENEFITS


EXECUTIVE COMPENSATION

The following table provides the present value of accumulated benefits in the Company’s pension plans in which the NEO’s participate. The table also includes years of credited service and any payments made during the fiscal year.

PENSION BENEFITS TABLE

Name Plan Name  

Number of

Years Credited

Service

(#)(1)

   

Present Value

of Accumulated

Benefit

($)(2)

   

Payments

During Last

Fiscal Year

($)

 

A.R. Hoskins

 Energizer Retirement Plan   31   $1,055,015   $0 
  Supplemental Executive Retirement Plan   30   $1,251,711   $0 

M.S. LaVigne

 Energizer Retirement Plan   4   $81,147   $0 
  Supplemental Executive Retirement Plan   4   $79,457   $0 

G.T. Kinder

 Energizer Retirement Plan   .5   $26,757   $0 
  Supplemental Executive Retirement Plan   .5   $5,956   $0 

E.K. Boss

 Energizer Retirement Plan   .25   $5,534   $0 

B.K. Hamm

 Energizer Retirement Plan   6   $138,611   $0 
  Supplemental Executive Retirement Plan   6   $45,585   $0 

Name
Plan Name (1)
Number of
Years Credited
Service
(#)(2)(3)
Present Value
of Accumulated
Benefit
($)(4)
Payments
During Last
Fiscal Year
($)
A.R. Hoskins
Energizer Retirement Plan
31
$1,140,699
$0
Supplemental Executive Retirement Plan
30
$1,354,433
$0
M.S. LaVigne
Energizer Retirement Plan
4
$87,807
$0
Supplemental Executive Retirement Plan
4
$85,978
$0
T.W. Gorman
Energizer Retirement Plan
Supplemental Executive Retirement Plan
H.H. Kim
Energizer Retirement Plan
Supplemental Executive Retirement Plan
J.J. Drabik
Energizer Retirement Plan
8
$214,811
$0
Supplemental Executive Retirement Plan
4
$6,432
$0
G.T. Kinder
Energizer Retirement Plan
.5
$28,952
$0
Supplemental Executive Retirement Plan
.5
$6,445
$0
(1)
The Energizer Retirement Plan is frozen. It includes several benefit formulas applicable at different periods, as explained in the detailed narrative. One formula was the Retirement Accumulation Account, a cash balance benefit effective from January 1, 2010 through December 31, 2013 when the entire plan was frozen. This applies to all four executives. Two prior formulas, the Pension Equity Plan and the PensionPlus Match Account, were frozen as of December 31, 2009. Mr. Hoskins’ and Mr. Drabik benefit values also includes these two additional formulas. The Supplemental Executive Retirement Plan was also frozen as of December 31, 2013. The plan provided benefits based on the same formulas as the Energizer Retirement Plan (with the exception of the PensionPlus Match Account) but reflected compensation above the maximum compensation limit. Mr. Gorman and Ms. Kim are not eligible to participate in either the Energizer Retirement Plan or the Supplemental Executive Retirement Plan.
(2)
The number of years of credited service shown for each executive reflects years of actual service prior to the pension plan being frozen.frozen, which are less than each executive’s actual years of service with the Company. For Mr. Hoskins 1415 of the years shown were with Edgewell, our former parent company, and the remainder were with Ralston Purina Company, Edgewell’s former parent. InMr. Hoskins’ service in the Supplemental Executive Retirement Plan is less than his years under the Energizer Retirement Plan due to a one-time action by the Human Capital Committee in February of 2009, in2009. In order to reduce cash outlays and bolster the company’sCompany’s compliance with its debt covenants, the committee, on aone-time basis, suspended accrual of benefits for officers in the Supplemental Executive Retirement Plan

were suspended for the calendar year, and in lieu of those and other benefits, Mr. Hoskins was granted a 2009 performance award.

(2)(3)
BasedFor Mr. Drabik, 3 years of service credited in the Energizer Retirement Plan were with Edgewell, our former parent company.
(4)
The value of benefits shown equal the account balances under the plans and benefit formulas in which the named executive officer participates. The account balances grow with a monthly interest credit based on age, benefits arethe 30-year Treasury rate reset annually. The value is available on termination without reduction. Assumptions utilizedused in the valuations are set forth in “Note 12,Note 14, Pension Plans”Plans of the Notes to Consolidated Financial Statements of our Annual Report on Form10-K for year ended September 30, 2017.2020.

Energizer Holdings, Inc. 2020 Proxy Statement  45


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NON-QUALIFIED DEFERRED COMPENSATION

PLANS

We have adopted several plans or arrangements that provide for the deferral of compensation on a basis that is nottax-qualified.

Deferred Compensation Plan

Under the terms of our deferred compensation plan, an unfunded,non-qualified plan that assumed the liabilities under our former parent’s plan in connection with theSpin-Off, prior to January 1, 2013, executives could elect to have up to 100% of their annual cash bonusincentive award deferred until their retirement or other termination of employment, or for a shorter, three-year period (at the executive’s election, in advance). All funds are invested in the Prime Rate fund, which credits account balances on a daily basis, at the prime rate quoted by The Wall Street Journal as

of the first business day of the given quarter. For fiscal 2017,2020, the rate credited under this fund was 3.5%ranged from October 1, 2016 through June 14, 2017, and increased3.25% to 4.25% on June 15, 2017.5%. Balances in the plan are vested and may be paid out in a lump sum in cash six months following termination, or in five orten-yearfive-or 10-year increments commencing the year following termination of employment.

Executive Savings Investment Plan

employment, as previously elected by the participant.

Under the terms of our executive savings investment plan, our excess 401(k) plan,

52Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

amounts that would be contributed, either by an executive or by us on the executive’s behalf, to our qualified defined contributionthe 401(k) plan (the “401(k) plan”) but for limitations imposed by the IRC, are credited to thenon-qualified executive savings investment plan. Under that plan, executives may elect to defer their contributions into any of the measurement fund options which track the performance of the Vanguard

investment funds offered under our qualified savings investment plan. Deferrals and vested companyCompany contributions may be transferred to different investment options at the executive’s discretion. Deferrals in the executive savings investment plan, adjusted for the net investment return, are paid out in a lump sum payment, or in five or ten10 annual installments, following retirement or other termination of employment.

employment, as previously elected by the participant.

Energizer Holdings, Inc.2017 Proxy Statement53


EXECUTIVE COMPENSATION

NON-QUALIFIED DEFERRED COMPENSATION TABLE

Name Plan 

Executive

Contributions in

Last FY

($)(1)

  

Registrant

Contributions in

Last FY

($)(2)

  

Aggregate

Earnings in

Last FY

($)(3)

  

Aggregate

Withdrawals/

Distributions

($)

  

Aggregate

Balance at

Last FYE

($)(4)

 

A.R. Hoskins

 Def’d Comp. Plan $0  $0  $170,147  $0  $4,560,212 
  

Exec. S.I.P.

 $152,904  $136,467  $127,756  $0  $1,342,700 
  

Total

 $152,904  $136,467  $297,903  $0  $5,902,912 

T.W. Gorman

 Def’d Comp. Plan $0  $0  $0  $0  $0 
  

Exec. S.I.P.

 $37,649  $21,302  $17,608  $0  $156,935 
  

Total

 $37,649  $21,302  $17,608  $0  $156,935 

M.S. LaVigne

 Def’d Comp. Plan $0  $0  $20,006  $0  $536,199 
  

Exec. S.I.P.

 $77,761  $61,561  $191,394  $0  $1,160,500 
  

Total

 $77,761  $61,561  $211,400  $0  $1,696,699 

G.T. Kinder

 Def’d Comp. Plan $0  $0  $0  $0  $0 
  

Exec. S.I.P.

 $51,984  $37,288  $22,656  $0  $246,241 
  

Total

 $51,984  $37,288  $22,656  $0  $246,241 

E.K. Boss

 Def’d Comp. Plan $0  $0  $0  $0  $0 
  

Exec. S.I.P.

 $51,011  $34,810  $15,806  $0  $240,791 
  

Total

 $51,011  $34,810  $15,806  $0  $240,791 

B.K. Hamm

 Def’d Comp. Plan $0  $0  $9,946  $270,094  $202,358 
  

Exec. S.I.P.

 $72,616  $60,296  $91,043  $0  $586,299 
  

Total

 $72,616  $60,296  $100,989  $270,094  $788,657 

Name
Plan
Executive
Contributions in
Last FY
($)(1)
Registrant
Contributions in
Last FY
($)(2)
Aggregate
Earnings in
Last FY
($)(3)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at
Last FYE
($)(4)
A.R. Hoskins
Def’d Comp. Plan
$0
$0
$204,116
$0
$5,234,607
Exec. S.I.P.
$139,108
$131,526
$221,218
$0
$2,596,847
Total
$139,108
$131,526
$425,334
$0
$7,831,454
M.S. LaVigne
Def’d Comp. Plan
$0
$0
$24,001
$0
$615,496
Exec. S.I.P.
$74,920
$53,928
$226,636
$0
$1,898,477
Total
$74,920
$53,928
$250,637
$0
$2,513,973
T.W. Gorman
Def’d Comp. Plan
$0
$0
$0
$0
$0
Exec. S.I.P.
$65,020
$47,462
$22,917
$0
$508,875
Total
$65,020
$47,462
$22,917
$0
$508,875
H.H. Kim
Def’d Comp. Plan
$0
$0
$0
$0
$0
Exec. S.I.P.
$18,000
$0
$1,269
$0
$19,269
Total
$18,000
$0
$1,269
$0
$19,269
J.J. Drabik
Def’d Comp. Plan
$0
$0
$0
$0
$0
Exec. S.I.P.
$31,672
$13,707
$22,511
$0
$339,474
Total
$31,672
$13,707
$22,511
$0
$339,474
G.T. Kinder
Def’d Comp. Plan
$0
$0
$0
$0
$0
Exec. S.I.P.
$37,793
$32,201
$46,317
$0
$562,115
Total
$37,793
$32,201
$46,317
$0
$562,115
(1)
The officer contributions to our executive savings investment plan during fiscal 20172020 consist of deferrals of salary earned with respect to fiscal 2017.2020.

(2)
Contributions and accruals to our executive savings investment plan consist of companyCompany contributions which would have otherwise been contributed to the 401(k) plan but for limitations imposed by the IRS. These amounts, in their entirety, are included in the All Other Compensation column of the “Summary Compensation Table.
46  Energizer Holdings, Inc. 2020 Proxy Statement


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(3)
Aggregate earnings/(losses) shown in this column consist of:

amounts credited to each executive under the investment options of each of the plans, reflecting actual earnings, including appreciation and depreciation, on investment funds offered under our qualified 401(k) plan with returns during fiscal 2017 ranging from-0.12% to 28.27%; and
in the case of the prime rate option of our deferred compensation plan, interest at the prime rate, quoted by the Wall Street Journal.


amounts credited to each executive under the investment options of each of the plans, reflecting actual earnings, including appreciation and depreciation, on investment funds offered under our qualified 401(k) plan with returns during fiscal 2020 ranging from -12.36% to 49.32%; and

in the case of the prime rate option of our deferred compensation plan, interest at the prime rate, quoted by the Wall Street Journal ranging from 3.25% to 5%.
(4)
Of the aggregate balances shown in this column with respect to the executive savings investment plan, the following amounts were previously reported as compensation in the “Summary Compensation Table” of our proxy statement for our 20162020 Annual Shareholders’ Meeting:


Mr. Hoskins: $564,504

Mr. LaVigne: $141,228

Mr. Gorman: $21,302

Ms. Kim: $0

Mr. Drabik: $0

Mr. Kinder: $63,873
Mr. Hoskins: $151,008

Mr. LaVigne: $79,667

Mr. Kinder: $26,585

Ms. Boss: $37,114

Mr. Hamm: $53,634

54Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE INOF CONTROL

We have not entered into general employment agreements with any of our named executive officers.NEOs, and the only agreements that we have entered into with our NEOs are the Retirement Transition Agreements with Mr. Kinder and Mr. Hoskins. See “Retirement Transition Agreements” above. We have adopted an executive severance plan providing for certain benefits in connection with a qualifying termination, as described below. We have also entered into change of control employment agreements with our named executive officersNEOs and certain of our other key employees which provide for severance compensation, acceleration of vesting and a lump sum payout in lieu of a continuation of benefits upon qualified termination of employment following a change of control. Additionally, equity awards under our Equity2015 Plan and our Omnibus Incentive Plan including awards previously granted by our former parent company that have been converted into equity awards that relate to Energizer’s common stock, provide for acceleration of vesting of certain awards in the event of certain terminations of employment.

The information below reflects the value of acceleration or incremental compensation which each executive officer would receive upon the termination of his or her employment or upon a change inof control. Because the value of awards and incremental compensation depend on several factors, actual amounts can only be determined only at the time of the event.

Mr. Hamm is not included in the information below, as he resigned from his role as Executive Vice President and Chief Financial Officer on June 8, 2017, and his Change of Control Employment Agreement, dated July 1, 2015, was terminated effective as of June 15, 2017. See “Compensation Discussion and Analysis—Elements of Compensation—Separation Agreement” above.

The information is based on the following assumptions:

the event of termination (death, permanent disability, involuntary termination without cause, or voluntary termination), or a change of control of the Company, occurred on September 30, 2017,2020, the last day of our fiscal year;

the market valueclosing price of our common stock on that date was $46.05 (the actual closing price on September 29, 2017, the last trading day of the fiscal year);year was $39.14; and

each of the officers wereNEOs, other than Mr. Kinder, was terminated on that date.

The information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried employees—colleagues—such as amounts accrued under our 401(k) plan, accumulated and vested benefits under our retirement plans (including our pension restoration plan and executive savings investment plan), health, welfare and disability benefits, and accrued vacation pay. SeeFor amounts accrued under retirement plans, see “Pension Benefits Table.”

Table”.

The information below also does not include amounts under our deferred compensation plan or executive savings investment plan that would be paid, as described in the “Non-Qualified Deferred Compensation Table,’’ except to the extent that an executive officer is entitled to an accelerated benefit as a result of the termination.

Executive Severance Plan

On July 1, 2015, we adopted an executive severance plan which provides benefits to our senior executives, including each of the named executive officers,NEOs, in the event of a “qualifying termination” as defined in the plan, which means an involuntary termination without “cause” or a voluntary termination as a result of “good reason.” Post-termination benefits for the senior executives consist of:

A lump sum payment of one or two times his or her annual base salary at the time of the qualifying termination, which will be two times for Messrs. Hoskins, Gorman and LaVigne and Gormanone time for Ms. Kim and one times for Mr. Kinder and Ms. Boss;Drabik;

Energizer Holdings, Inc.2017 Proxy Statement55


EXECUTIVE COMPENSATION

For Messrs. Hoskins, LaVigne and Gorman,all NEOs, apro-rata bonus payment based on the number of days during the bonus year the participant was employed and the amount of annual bonus which the participant would have received if he or she had remained employed, based on actual Company performance; and

outplacementOutplacement services for up to 12 months for each of the named executive officers.NEOs.

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The payment of benefits under the plan is conditioned upon the executive officer executing a general release in favor of the Company, as well as confidentiality,non-solicitation,non-disparagement andnon-competition obligations. obligations as set forth in the release. In addition, no benefits will be paid to the extent duplicative of benefits under a change inof control or similar agreement with the Company.
If an executive officer is terminated for one of the following events,
an involuntary termination of an employee’s employment without “cause”; or
a voluntary termination of employment by an employee as a result of “good reason”,
then the following payments will be made in accordance with the Executive Severance Plan:
Name
Lump Sum
Severance Payment
Outplacement
Services
Pro-Rata Bonus Payment
M.S. LaVigne
2x Base Salary
Up to 12
months
Determined by multiplying the amount the executive officer would have received for the year of termination based upon actual Company performance by a fraction, the numerator is the days in the bonus year during which the executive officer was employed and the denominator is the days in the bonus year.
T.W. Gorman
2x Base Salary
H.H. Kim
1x Base Salary
J.J. Drabik
1x Base Salary
Mr. Hoskins is not eligible for a payment under the Executive Severance Plan pursuant to the terms of the Hoskins Retirement Agreement. No benefit will be paid to an employee under the plan to the extent that benefits would otherwise be paid to the employee under the terms of a Change of Control Employment Agreement (or other similar agreement).
Assuming the qualifying termination was as of September 30, 2020, each of our named executive officers would have received the following payments:
Name
Lump Sum
Severance Payment
Outplacement
Services
Pro-
Rata Bonus Payment
Total
M.S. LaVigne
$1,368,100
$40,000
$547,240
$1,955,340
T.W. Gorman
$1,156,896
$40,000
$433,836
$1,630,732
H.H. Kim
$400,000
$40,000
$240,000
$680,000
J.J. Drabik
$340,000
$40,000
$204,000
$584,000
Upon termination of employment for any reason, vested account balances in our deferred compensation plan are paid out in cash to the participant in either a lump sum, or over a five- or 10- year period, commencing six months from the date of termination as previously elected by the participant.
See “Retirement Transition Agreements” above for additional information regarding Mr. Hoskins and Mr. Kinder.
48  Energizer Holdings, Inc. 2020 Proxy Statement


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Death, Disability or Termination of Employment (Other than Upon a Change of Control)

Upon an executive officer’s death, permanent disability, involuntary termination other than for cause (defined as termination for gross misconduct), and, in some cases, retirement, other than upon or following a change of control, the following plans or programs provide for acceleration of certain awards. Awards are accelerated for retirement after attainment of age 55 with 10 years of service (including service with our former parent companies) if granted 12 or more months prior to retirement date. No awards are accelerated upon other voluntary termination or involuntary termination for cause. Performance awards vesting upon retirement are paid when results for the Performance Period are met.

Award

Involuntary

Termination

Death
Involuntary
Termination (Other
than for Cause)
Disability
Death
Permanent
Disability
Retirement
After Age 55 with
10 years of service

Five-year

Four-year restricted stock awardsaward granted 7/8/15

6/25/2018 and 11/12/2018

Pro Rata

Vesting  

Forfeited
Accelerated
Accelerated

Accelerated
Pro Rata Vesting

Three-year restricted stock awards granted 11/16/15

13/17, 11/12/18 and 11/11/2019
Forfeited
Forfeited
Accelerated
Accelerated

Accelerated
Pro Rata Vesting

Three-year performance awards granted 11/16/15

13/17, 11/12/18 and 11/11/2019
Forfeited
Forfeited
Accelerated
Accelerated
Pro Rata Vesting

Pro Rata Vesting

Three-year restricted stock awards granted 11/14/16

ForfeitedAcceleratedAccelerated

      Pro Rata       Vesting

Three-year performance awards granted 11/14/16

ForfeitedAcceleratedPro Rata Vesting

      Pro Rata       Vesting

Upon termination of employment for any reason, vested account balances in our deferred compensation plan are paid out in cash to the participant in either a lump sum, or over a five or ten year period, commencing six months from the date of termination as previously elected by the participant.

56Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

The value of awards which would be accelerated for our named executive officersNEOs upon death, disability, involuntary termination or retirement other than upon or following a change of control as of September 30, 20172020 is shown in the following chart. The value of accelerated restricted stock equivalents reflects a stock price of $46.05, the closing market price of the Company’s stock on September 30, 2017. Stock market changes since September 30, 20172020 are not reflected in these valuations.

Officer

Termination

Events

  

Accelerated

Restricted

Stock

Equivalent
Awards*

 

A.R. Hoskins: 1

  $14,635,841 

A.R. Hoskins: 2

  $11,273,300 

A.R. Hoskins: 3

  $486,839 

A.R. Hoskins: 4

  $4,476,960 

T.W. Gorman: 1

  $1,152,848 

T.W. Gorman: 2

  $880,420 

T.W. Gorman: 3

  $33,807 

M.S. LaVigne: 1

  $5,501,784 

M.S. LaVigne: 2

  $4,327,411 

M.S. LaVigne: 3

  $199,807 

G.T. Kinder: 1

  $2,939,955 

G.T. Kinder: 2

  $2,134,626 

G.T. Kinder: 3

  $67,615 

E.K. Boss: 1

  $2,010,197 

E.K. Boss: 2

  $1,554,590 

E.K. Boss: 3

  $67,615 

Termination Events:

1—Death;

2—Permanent disability;

3—Involuntary termination of employment other than for cause; and

4—Retirement following attainment of age 55 with 10 years of service, 12 months after date of grant.

*—The value of accelerated restricted stock equivalents in the chart above is calculated based on the number of stock equivalents that will vest in accordance with the termination provisions of the agreements valued at $46.05, the closing market price of the Company’s stock on September 30, 2017. This calculation differs from the calculation of accelerated vesting for purposes of Code Section 280G and 4999 as reported in the“Estimated Payments and Benefits” table below.

If the Executive is terminated for one of the following events,

an involuntary termination of an employee’s employment without “cause”; or
a voluntary termination of employment by an employee as a result of “good reason”;

Energizer Holdings, Inc.2017 Proxy Statement57


EXECUTIVE COMPENSATION

then the following payments will be made in accordance with the Executive Severance Plan:

Name
Restricted Stock Equivalent Awards Accelerated upon Termination Events*
Officer
Death
Permanent Disability
Involuntary
Termination other
Than for Cause
Retirement Following
Attainment of Age 55 with 10
Years of Service
A.R. Hoskins
$7,971,811
$5,322,991
$0
$2,941,949
M.S. LaVigne
$2,949,457
$2,374,234
$0
$0
T.W. Gorman
$1,871,910
$1,242,617
$0
$0
H.H. Kim
$604,344
$352,168
$0
$0
J.J. Drabik
$619,289
$393,706
$0
$0
*

Lump Sum

Severance Payment

Outplacement

Services

Pro-Rata Bonus Payment

A.R. Hoskins

Two Times Base Salary

Up to 12

months

Determined by multiplying the amount the Executive would have received for the year
The value of termination based upon actual Company performance by a fraction, the numerator is the daysaccelerated restricted stock equivalents in the bonus year during whichchart above is calculated based on the Executive was employednumber of stock equivalents that will vest in accordance with the termination provisions of the agreements valued at $39.14, the closing market price of the Company’s stock on September 30, 2020. This calculation differs from the calculation of accelerated vesting for purposes of Code Section 280G and the denominator is the days4999 as reported in the bonus year.

T.W. Gorman

Two Times Base Salary

M.S. LaVigne

Two Times Base Salary

G.T. KinderOne Times Base SalaryNoPro-RataEstimated Payments and Benefits Bonus Payment
E.K. BossOne Times Base Salary” table below.

No benefit will be paid to an employee under the Plan to the extent that benefits would otherwise be paid to the employee under the terms of a Change in Control Employment Agreement (or other similar agreement).

TERMINATION AFTER Change of Control of the Company

Our change of control employment agreements with each of the named executive officersNEOs have terms of two or three years from July 1, 2015, subject to certain automatic renewal provisions. For Messrs. Hoskins and LaVigne, the term is three years. For Messrs.Mr. Gorman Kinder and for Ms. Boss,Kim the term is two years.years and for Mr. Drabik the term is one year. The agreement provides that the executive officer will receive severance compensation in the event of certain termination events (as provided inincluding termination by the agreement), other thancompany without cause or by the executive for cause, death or disability, orgood reason within specified periods following a change inof control of the Company or upon death or disability after a change of control of the Company, as such terms are defined in the agreement.

Under the agreements, a change of control is generally defined as an acquisition of more than 50% of the total voting power of the company,Company, a person beneficially owning more than 20% of the total voting power of the company,Company, or an unapproved change in the majority of the Board.

Under the agreements, upon a change of control, each executive officer will receive a pro rata annual bonus for the portion of the year occurring prior to a change of control. The prorated bonus will be calculated as executive’s target bonus for the

Energizer Holdings, Inc. 2020 Proxy Statement  49

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fiscal year in which the change of control occurs, or, if greater, the actual bonus awarded to executive under any short-term incentive plan(s) of the company for the fiscal year immediately preceding the fiscal year in which the change of control occurs, divided by 365 and multiplied by the number of calendar days in the year immediately up to the day on which the change of control occurs. If the executive officer is terminated following the change of control under the termination events defined in the agreement within specified periods of the change of control, or in the event of death or disability after a change of control, the severance compensation payable under the agreement consists of:

a payment equal to a multiple of the executive officer’s annual base salary and target bonus (defined as the most recent five-year actual bonus percentages multiplied by the greater of base salary at either termination or change of control), which will be three times in the case of Messrs. Hoskins and LaVigne and two times in the case of Messrs.Mr. Gorman Kinder and Ms. Boss;Kim and one time in the case of Mr. Drabik.

a pro rata portion of the executive officer’s target annual bonus for the year of termination; and

alump-sum payment intended to assist with health and welfare benefits for a period of time post-termination.

Additionally, if approved by the Company’s Chief Executive Officer, perquisites and fringe benefits enjoyed by an executive immediately prior to termination may continue for the period approved.
Following termination of employment, each executive officer is bound by aone-year covenant not to compete, aone-yearnon-solicitation one-year non-solicitation covenant, and a covenant of confidentiality. No severance payments under the agreements would be made in the event that an executive officer’s termination is voluntary (other than for good reason), is due to death, disability or normal retirement, or is for cause. Under the agreements, in the event that it is determined that a “golden parachute” excise tax is due under the IRC,Internal Revenue Code, we will reduce

58Energizer Holdings, Inc.2017 Proxy Statement


EXECUTIVE COMPENSATION

the aggregate amount of the payments payable to an amount such that no such excise tax will be paid if the resulting amount would be greater than theafter-tax amount if the payments were not so reduced.

The agreements also provide that upon a change of control, outstanding equity awards held by each executive officer will accelerate and vest in accordance with the terms of the awards, even if the awards have a higher threshold for a “change of control.”control”. Our equity awards generally define a “change of control” as an acquisition of 50% or more of the outstanding shares of our common stock. The terms of our outstanding equity awards vary as to the portion of the unvested award that will accelerate and vest upon a change of control, as indicated below:

Five-year time based

Award
Vesting
Four-year time-based
awards granted 7/8/15

6/25/18 & 11/12/18
100% vest upon change of control

Three-year time basedtime-based awards granted
11/16/15

13/17, 11/12/18 and 11/11/19
100% vest upon change of control

Three-year performance awards granted
11/16/15

13/17, 11/12/18 and 11/11/19
The greater of (i) the number of stock equivalents granted at target or (ii) the amount of target performance stock equivalents which would have vested had the performance period ended on the date the change of control occurs

Three-year time based awards granted 11/14/16

100% vest upon change of control

Three-year performance awards granted 11/14/16

The greater of (i) the number of stock equivalents granted at target or (ii) the amount of target performance stock equivalents which would have vested had the performance period ended on the date the change of control occurs

Payments of cash would be made in a lump sum no sooner than six months following termination of employment.

Estimated Payments and Benefits
If a change of control had occurred on September 30, 2020 and an executive officer’s employment was not terminated, our executive officers would have received the following pro rata annual bonus amounts: Mr. Hoskins $1,439,530, Mr. LaVigne $574,492, Mr. Gorman $508,024, Ms. Kim $240,000 and Mr. Drabik $204,000.
50  Energizer Holdings, Inc. 2020 Proxy Statement


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Based on the assumptions set out above, the following chart sets forth estimated payments to our namedNEOs upon termination by the Company without cause or by the executive officers upon terminationfor good reason following a change of control. Ifcontrol or upon death or disability after a change of control occurs but their employment is not terminated, the agreements provide a more limited value.control. The value of accelerated restricted stock equivalents and performance awards reflects a stock price of $46.05$39.14 (the closing price of our common stock on September 30, 2017)2020). Stock market declines and vesting and forfeitures of unvested restricted stock equivalents since September 30, 20172020 are not reflected in these valuations. Upon a change of control, retirement benefits under the executive savings investment plan vest to the extent not already vested.

Name 

Cash

Severance

  

Retirement

Benefits

  

Restricted

Stock Equivalent

Awards

  Benefits  Excise Tax
Gross-Up/
Reduction
  Total 

A.R. Hoskins

 $  8,286,668  $0  $  14,635,840  $  35,849  $0  $22,958,357 

T.W. Gorman

 $2,193,614  $  5,514  $1,152,848  $33,197  $0  $3,385,173 

M.S. LaVigne

 $4,102,294  $0  $5,501,784  $32,922  $-1,011,644(1)  $8,625,356 

G.T. Kinder

 $2,024,192  $0  $2,939,955  $34,169  $0  $4,998,316 

E.K. Boss

 $1,951,941  $0  $2,010,197  $21,093  $-586,263(1)  $3,396,968 

Name
Change of
Control Cash
Severance
Retirement
Benefits
Accelerated
Vesting of
Restricted
Stock Equivalent
Awards
Benefits
(1)
Excise Tax
Reduction
Total
A.R. Hoskins
$9,440,532
$0
$7,971,811
$35,223
$0
$17,447,566
M.S. LaVigne
$4,879,104
$0
$2,949,457
$31,197
$0
$7,859,758
T.W. Gorman
$2,662,139
$0
$1,871,911
$32,113
$-167,172(2)
$4,398,991
H.H. Kim
$1,375,495
$0
$604,406
$32,707
$0
$2,012,608
J.J. Drabik
$777,863
$0
$619,289
$16,417
$0
$1,413,569
(1)
It was determined that a “golden parachute” excise tax would be due under theAmounts in this column include health insurance, dental insurance and life insurance.
(2)
Under Internal Revenue Code for Mr. LaVigne and Ms. Boss and therefore we reduced the aggregate amount of the payments payable toSection 280G, executive officers will incur an amount such that no excise tax on portions of these payments if the parachute value of payments due upon certain events, including a termination of employment, exceeds a specified threshold in connection with a change of control. The Company determines whether a named executive officer is better off receiving the full payment due and paying the excise tax or receiving a reduced payment that falls just below the excise tax threshold, which is referred to as a “best of net” provision. For this hypothetical payment as of September 30, 2020, it has been estimated that Mr. Gorman would be due.better off receiving the reduced payout. The other named executive officers are better off receiving the full payment and paying the excise tax.

Energizer Holdings, Inc.2017 Proxy Statement59


ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

CEO Pay Ratio

We believe that compensation must be competitive in the marketplace for the role, internally consistent, and equitable in order to motivate our colleagues to deliver consistent and sustainable operating results for our shareholders.
We identified our median colleague using data as of September 30, 2020, by examining individuals employed by us as of that date, the (i) projected base or wage compensation, projected recurrent cash allowances, and actual cash bonus payments for permanent colleagues, and (ii) actual base or wage compensation, actual recurrent cash allowances, and actual cash bonus payments for temporary colleagues.
As requiredpermitted by Section 14Athe SEC rules, we are excluding from our CEO pay ratio approximately 12 colleagues who were previously employed by CAE which we acquired during fiscal 2020. Additionally, of the Exchangeremaining approximately 5,900 colleagues, under the de minimis exception to the Dodd- Frank Act reporting rules, we are askingexcluded 192 colleagues based in Guatemala, 49 colleagues based in Honduras and 30 colleagues based in El Salvador, which represented approximately 4.61% of the Company’s total colleague population as of September 30, 2020. Therefore, an aggregate population of approximately 5,600 colleagues, whether employed on a full-time or part-time basis, was considered in determining our shareholders to providenon-binding advisory approval ofmedian employee.
We estimate that the compensation of our named executive officers, as disclosed pursuantChief Executive Officer in fiscal 2020 was approximately 129 times the median of the annual total compensation of all of our other colleagues (except those colleagues excluded under the de minimis and acquisition exclusions noted above).
The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies, including our compensation peer group, may not be comparable to the compensation disclosure rules of the SEC. We provide to our stockholders the opportunity to vote annually to approve, on an advisory basis, the compensation of our named executive officers. Accordingly, the next vote to approve, on an advisory basis, the compensation of our named executive officers after the vote held at this Annual Meeting will be conducted at our 2019 Annual Meeting of Shareholders. We encourage shareholders to review the“Compensation Discussion and Analysis” for details regarding our executive compensation programs.

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 following theSpin-Off, we have made key decisions to facilitate our transition to an independent public company and 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. In particular, we believe that our compensation guiding principles—simple, aligned and balanced—provide us with a framework for compensation that best incentivizes management performance.

The Board believes the 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 Energizer approve, on an 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 executive compensation.

ratio reported above.
CEO to Median Colleague Pay Ratio
CEO
Median Employee
Annual Total Compensation
$6,718,813
$52,013

The Board of Directors recommends a vote FOR the approval of the executive compensation of our named executive officers as described in this proxy statement under “Executive Compensation.”

Because the vote is advisory, it will not be binding on us. Hence, the Board and the NECC will review the voting results and carefully consider the outcome of the vote when making future decision regarding executive compensation.

60Energizer Holdings, Inc.2017 Proxy Statement


ITEM 4. PROPOSAL TO AMEND AND RESTATE THE COMPANY’S SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE FOR THE REMOVAL OF SUPERMAJORITY PROVISIONS

The Board has approved, and recommends that the Company’s shareholders approve, an amendment and restatement of the Company’s Second Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to provide for the removal of supermajority voting provisions. The proposed amendment and restatement would revise Article IV, Article VII and Article IX of the Articles of Incorporation. The full text of the proposed amendment and restatement of the Articles of Incorporation is set forth in Appendix A to this proxy statement (proposed new text is underlined twice and proposed deleted text is crossed out) (hereinafter referred to as the “Third Amended and Restated Articles of Incorporation”).

Background

Our current supermajority voting provisions have been in place since we became a public company in 2015 following ourSpin-Off from our former parent company. At the time of theSpin-Off, the Board believed that inclusion of the supermajority voting requirements was an important piece of the Company’s governance structure in order to promote continuity and stability, and was in the best interests of the Company and its shareholders. The Board also believed that the supermajority voting provisions enhanced the independence of our directors from both management and shareholder special interests and protected the Company against unfair or abusive takeover practices through a period of significant volatility in the immediate aftermath of theSpin-Off.

Our Governance Evolution

Our Board is committed to adopting governance practices that the Board believes are the most beneficial to the Company and its shareholders. For example, at our 2017 annual meeting, the first annual meeting after our first full fiscal year as an independent company, we proposed, and shareholders adopted, an amendment to the Articles of Incorporation that provided for the declassification of the Board of Directors. This declassification is now underway, with directors at this annual meeting being elected for a 1 year term.

This year, we are continuing our evolution as we have progressed another year from theSpin-Off, providing us with another opportunity to demonstrate our commitment to growing long-term shareholder value. Following discussions with many of our investors, the Board, upon the recommendation of the Nominating and Executive Compensation Committee, proposes that the next step be to eliminate the supermajority vote requirements that are contained in our current Articles of Incorporation and Second Amended and Restated Bylaws of the Company (the “Bylaws”).

Proposed Third Amended and Restated Articles of Incorporation

The Company’s Articles of Incorporation currently contains the following supermajority provisions:


Removal of Directors for Cause.Article IV of the Articles of Incorporation currently states that shareholders may remove a director for cause upon a
Energizer Holdings, Inc. two-thirds2020 Proxy Statement  51 vote of all outstanding shares then entitled to vote.

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ADDITIONAL INFORMATION
Amend the Bylaws. Article VII of the Articles of Incorporation currently states that only a majority of the entire Board of Directors may make, amend, alter, change or repeal any provision or provisions of the Bylaws.

Energizer Holdings, Inc.2017 Proxy Statement61


ITEM 4. PROPOSAL TO AMEND AND RESTATE THE COMPANY’S SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PROVIDE FOR THE REMOVAL OF SUPERMAJORITY PROVISIONS

Amend the Articles of Incorporation. Article IX of the Articles of Incorporation currently state that shareholders may amend, alter, change or repeal certain provisions of the Articles of Incorporation upon atwo-thirds vote of all outstanding shares then entitled to vote.

Call a Special Meeting of Shareholders.Article VII of the Articles of Incorporation currently state that special meetings of shareholders may be called only by a majority of the entire Board of Directors, by the Chairman of the Board, or by the President of the Company.

If the proposed Third Amended and Restated Articles of Incorporation are adopted, then, upon the affirmative vote of a majority of the holders of record of outstanding shares of common stock of the Company then entitled to vote generally in the election of directors, shareholders may (i) remove any director for cause; (ii) make, amend, alter, change or repeal any provision or provisions of the Bylaws; (iii) amend, alter, change or repeal any provision of the Articles of Incorporation; or (iv) call a special meeting of shareholders.

This general description of the proposed changes to the Articles of Incorporation is qualified in its entirety by reference to the proposed Third Amended and Restated Articles of Incorporation set forth in Appendix A to this proxy statement. If the Third Amended and Restated Articles of Incorporation are approved by the shareholders, then the Third Amended and Restated Articles of Incorporation will become effective upon their filing with the Missouri Secretary of State. The Board has also adopted a corresponding amendment and restatement to our Bylaws which will become effective only if the Third Amended and Restated Articles of Incorporation are approved by the shareholders. If the Third Amended and Restated Articles of Incorporation are not approved by the shareholders, then the Articles of Incorporation and the Bylaws will remain unchanged and the supermajority provisions will remain in place.

Vote Required. The affirmative vote oftwo-thirds of the holders of record of outstanding shares of common stock of the Company then entitled to vote generally in the election of directors is required to amend and restate the Articles of Incorporation.

The Board of Directors recommends a vote FOR the amendment and restatement of the Articles of Incorporation to remove supermajority provisions.

62Energizer Holdings, Inc.2017 Proxy Statement


STOCK OWNERSHIP INFORMATION

Five Percent Owners of Common Stock.Stock
The following table shows, as of November 15, 2017,December 4, 2020, the holdings of the Company’s common stock by any entity or person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock:

Name and Address of Beneficial Owner Amount and Nature of
      Beneficial  Ownership      
 

      Percent of Class      

Outstanding(1)

J.P. Morgan Chase & Co.

270 Park Avenue, New York, NY 10017

 4,912,888(2) 7.9%

BlackRock, Inc.

55 East 52nd Street, New York, NY 10022

 6,819,769(3) 11.0%

The London Company

1800 Bayberry Court, Suite 301, Richmond, VA 23226

 4,248,878(4) 6.9%

The Vanguard Group

100 Vanguard Blvd., Malvern, PA 19355

 4,929,618(5) 8.0%

Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
Outstanding(1)
FMR LLC
245 Summer Street
Boston, Massachusetts 02210
8,531,813(2)
12.4%
J.P. Morgan Chase & Co.
383 Madison Avenue
New York, NY 10179
6,492,484(3)
9.5%
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
6,023,229(4)
8.8%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
5,965,595(5)
8.7%
Ceredex Value Advisors LLC
301 E. Pine St., Suite 500
Orlando, FL 32801
3,933,999(6)
5.7%
Aqua Capital, Ltd
Wickhams Cay 1
Vanterpool Plaza, 2nd Floor
Road Town, Tortola D8, British Virgin Islands
3,550,000(7)
5.2%
(1)
On November 15, 2017,December 4, 2020, there were 60,533,40068,536,381 shares of the Company’s common stock outstanding.
(2)
As reported in a statement on Schedule 13G/A filed with the SEC on February 7, 2020, FMR LLC and related entities reported sole voting power over 96,858 of such shares and sole power to dispose or direct the disposition of over 8,531,813 of such shares.
(3)
As reported in a statement on Schedule 13G/A filed with the SEC on January 13, 2017,2020, J.P. Morgan Chase & Co. and related entities reported, as of December 31, 2016,2019, sole voting power over 4,743,8366,353,830 of such shares, shared voting power over 38,157 of such shares, sole dispositive power over 4,899,872 of such shares and shared dispositive power over 11,292 of such shares.
(3)As reported in a statement on Schedule 13G/A filed with the SEC on July 10, 2017, BlackRock, Inc. and related entities reported, as of June 30, 2017, sole voting power over 6,139,181 such shares and sole dispositive power over 6,819,7696,491,862 of such shares.
(4)
As reported in a statement on Schedule 13G/A filed with the SEC on February 14, 2017, The London Company10, 2020, BlackRock, Inc. and related entities reported, as of December 31, 2016,2019, sole voting power over 3,243,7005,769,558 of such shares and sole dispositive power over 3,243,700 of such shares and shared dispositive power over 1,005,1786,023,229 of such shares.
(5)
As reported in a statement on Schedule 13G/A filed with the SEC on February 9, 2017,12, 2020, The Vanguard Group and related entities reported, as of December 31, 2016,2019, sole voting power over 36,75832,918 of such shares and sole dispositive power over 5,923,020 of such shares and shared voting power over 7,664, sole dispositive power over 4,888,48318,490 of such shares and shared dispositive power over 41,13542,575 of such shares.
(6)
As reported in a statement on Schedule 13G/A filed with the SEC on February 10, 2020, Ceredex Value Advisors, LLC. and related entities reported, as of December 31, 2019, sole voting power over 3,672,899 of such shares and sole dispositive power over 3,933,999 of such shares.
(7)
As reported in a statement on Schedule 13G/A filed with the SEC on February 13, 2020, Aqua Capital, Ltd. and related entities reported, as of December 31, 2019, shared voting power over 3,550,000 of such shares and shared dispositive power over 3,550,000 of such shares.
52  Energizer Holdings, Inc. 2020 Proxy Statement


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Energizer Holdings, Inc.2017 Proxy Statement63


STOCK OWNERSHIP INFORMATION

Ownership of Directors and Executive Officers.Officers
The table below contains information regarding beneficial common stock ownership of directors, nominees and executive officers as of November 15, 2017.December 4, 2020. It does not reflect any changes in ownership that may have occurred after that date.
In general, “beneficial ownership” includes those shares a director, nominee or executive officer has the power to vote or transfer, as well as shares owned by immediate family members that reside with the director, nominee or executive officer. Unless otherwise indicated, directors, nominees and executive officers named in the table below have sole voting and investment power with respect to the shares set forth in the table and none of the stock included in the table is pledged. The table also indicates shares that may be obtained within 60 days upon the exercise of options, or upon the conversion of vested stock equivalents into shares of common stock.

Directors

And

Executive

Officers

 

Shares

Beneficially

Owned

   

Stock Equivalents

held in the

Deferred

Compensation

Plan

  

% of

Shares

Outstanding

(A)

(*denotes

less than

1%)

J. Patrick Mulcahy

  564,641(B)(C)      101,543        1.09%

Alan R. Hoskins

  140,386(C)      0          ��    *

Bill G. Armstrong

  19,798(C)      48,344               *

Cynthia J. Brinkley

  5,562(C)      1,585               *

Kevin J. Hunt

  5,562(C)      0               *

James C. Johnson

  8,454(C)      171               *

John E. Klein

  23,034(C)      22,061               *

W. Patrick McGinnis

  27,939(C)      17,666               *

Patrick J. Moore

  5,562(C)      0               *

Robert V. Vitale

  8,261(C)      362               *

Mark S. LaVigne

  23,489(C)      0               *

Timothy W. Gorman

  20,974(C)      0               *

Gregory T. Kinder

  3,724(C)      0               *

Emily K. Boss

  17,208(C)      0               *

All Executive Officers and Directors as a Group (15 persons)

  898,302(C)      191,732        1.79%

Directors and Executive Officers
Shares Beneficially
Owned
Stock Equivalents
held in the
Deferred
Compensation
Plan
% of Shares
Outstanding
(A)
(*denotes
less than 1%)
Carlos Abrams-Rivera
3,772(B)
0
*
Bill G. Armstrong
31,132(B)
48,892
*
Cynthia J. Brinkley
18,896(B)
4,612
*
Rebecca C. Frankiewicz
2,772(B)
1,716
*
Alan R. Hoskins
482,207(B)
0
*
Kevin J. Hunt
18,896(B)
0
*
James C. Johnson
21,788(B)
179
*
Patrick J. Moore
18,896(B)
0
*
Nneka L. Rimmer
6,193(B)
0
*
Robert V. Vitale
33,123(B)
8,007
*
John Drabik
12,731
0
*
Timothy W. Gorman
80,587
0
*
Hannah H. Kim
1,045
0
*
Gregory T. Kinder
52,809
0
*
Mark S. LaVigne
134,082
0
*
All Executive Officers and Directors as a Group (15 persons)
913,162
63,406
1.41%
(A)
The number of shares outstanding for purposes of this calculation was the number outstanding as of November 15, 2017,December 4, 2020, equivalents that vest within 60 days, or upon retirement, and the number of stock equivalents held in the deferred compensation plan.

(B)Mr. Mulcahy disclaims beneficial ownership of 12,500 shares of common stock owned by his wife and 111 shares owned by his step-daughter.

(C)
Includes vested stock equivalents which will convert to shares of common stock upon the individual’s retirement, resignation from the Board or termination of employment with the Company. The number of vested stock equivalents credited
to each individual executive officer or director is as follows:

Mr. Mulcahy, 10,230; Ms. Brinkley, 5,589; Mr. Johnson, 6,063;18,801; Mr. Klein, 15,054;Moore, 15,909; and Mr. Moore, 3,171.Vitale, 9,911. This amount also includes unvested stock equivalents that vest upon a director’s retirement from the Board or upon attainment of certain vesting provisions, in accordance with the time basedtime-based restricted stock equivalent awards, upon retirement or termination for the executive officers. The number of unvested stock equivalents credited to each director and executive officer is as follows: Mr. Abrams-Rivera, 2,772; Mr. Armstrong, 2,391;2,987; Ms. Brinkley, 2,391;2,987; Ms. Frankiewicz, 2,772; Mr. Hoskins, 41,499;52,598; Mr. Hunt, 2,391;2,987; Mr. Johnson, 2,391; Mr. Klein, 7,980; Mr. McGinnis, 2,391;2,987; Mr. Moore, 2,391; Mr. Mulcahy, 7,980;2,987; Ms. Rimmer, 2,987 and Mr. Vitale, 961.

2,987.

Energizer Holdings, Inc. 2020 Proxy Statement  53

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EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of September 30, 2020:

64
Plan Category
Number of
Securities
to be Issued upon
Exercise of
Outstanding
Options,
Warrants and Rights(1)
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and Rights(2)
Number of Securities
Remaining Available
for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column(1),
and as Noted Below)(3)
Equity compensation plans approved by security holders
1,255,225
N/A
8,259,325
Equity compensation plans not approved by security holders
None
N/A
None
Total
1,255,225
N/A
8,259,325
(1)
The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2020, includes 1,255,225 restricted stock equivalents which have been granted under the terms of the 2015 or Omnibus Incentive Plans (including our former parent company stock awards reissued and converted into Energizer stock awards in connection with the Spin-Off). This number reflects target payout on performance awards. If the awards were to pay out at stretch, the number of securities to be issued upon issuance would be 1,956,521. As of December 7, 2020, of the outstanding stock equivalents granted, approximately 469,000 have vested and converted into outstanding shares of our common stock. An additional 472,000 restricted stock equivalents have been granted, including 278,000 performance shares granted at target payout.
(2)
The weighted average exercise price does not take into account securities which will be issued upon conversion of outstanding restricted stock equivalents.
(3)
This number only reflects securities available under the Omnibus Incentive Plan. Under the terms of that plan, any awards other than options, phantom stock options or stock appreciation rights are to be counted against the reserve available for issuance in a 2 to 1 ratio. This number reflects the target equivalents that could potentially be paid out. If payout numbers were at stretch, the number of shares available for issuance would be 6,856,733.

DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors, executive officers, and anyone holding 10% or more of a registered class of our equity securities (reporting persons) to file reports with the SEC showing their holdings of, and transactions in, Energizer Holdings, Inc.2017 Proxy Statement

securities. Based solely on a review of copies of such reports, and written representations from each reporting person that no other reports are required, we believe that for 2020 all reporting persons filed the required reports on a timely basis under Section 16(a).

54  Energizer Holdings, Inc. 2020 Proxy Statement


ADDITIONAL INFORMATION

TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Board of Directors has adopted a written policy regarding the review and approval or ratification of transactions involving the Company and our directors, nominees for directors, executive officers, immediate family members of these individuals, and shareholders owning five percent or more of our outstanding common stock, each of whom is referred to as a related party. The policy covers any related party transaction, arrangement or relationship where a related party has a direct or indirect material interest and the amount involved exceeds $100,000 in any calendar year. Under the policy, the Audit Committee of the Board is responsible for reviewing and approving, or ratifying, the material terms of any related party transactions. The committeeAudit Committee is charged with determining whether the terms of the transaction are any less favorable than those generally available from unaffiliated third parties and determining the extent of the related party’s interest in the transaction.

In adopting the policy, the Board reviewed certain types of related party transactions described below and determined that they should be deemed to bepre-approved, even if the aggregate amount involved might exceed $100,000:

Officer or director compensation which would be required to be disclosed under Item 402 of the SEC’s compensation disclosure requirements, and expense reimbursements to these individuals in accordance with our policy;

Transactions with another company at which a related party serves as an employee,a colleague, director, or holder of less than 10% of that company’s outstanding stock, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s consolidated gross revenues;

outstanding stock, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s consolidated gross revenues;

Charitable contributions to a charitable trust or organization for which a related party serves as an employee,a colleague, officer or director, if the annual contributions by us do not exceed the greater of $100,000 or 2% of the organization’s total annual receipts; and

Transactions in which all of our shareholders receive proportional benefits, the rates or charges involved are determined by competitive bids, the transaction involves obtaining services from a regulated entity at rates fixed by law, or the transaction involves bank services as a depositary of funds, transfer agent or registrar, or similar services.

Our legal department is primarily responsible for the development and implementation of processes and procedures to obtain information from our directors and executive officers with respect to related party transactions.

During fiscal 2017,2020, there were no transactions with executive officers, directors or their immediate family members which were in an amount in excess of $100,000, and in which any such person had a direct or indirect material interest.

Transactions Related to the Acquisitions
Following the completion of the acquisitions with Spectrum Brands Holdings, Inc. (“Spectrum”), the Company and Spectrum entered into transition service agreements (“TSAs”) and reverse TSAs. Under the agreements, the Company and Spectrum provided each other certain specified back office support services on a transitional basis, including among other things, payroll and other human resource services, information systems as well as accounting support.
During the twelve months ended September 30, 2020, the Company incurred expense of $8.4 in SG&A and $0.4 in Cost of products sold. The Company also recorded income of $0.9 in Other items, net related to the reverse transaction services agreements provided for the twelve months end period.
On January 28, 2019, in connection with the closing of acquisition of the Acquired Auto Care Business, the Company entered into a Shareholder Agreement (the “Shareholder Agreement”) with Spectrum. The Shareholder Agreement includes, among other things, a 24-month standstill provision from the closing date, registration rights and certain restrictions on Spectrum’s ability to transfer any of the Company’s common stock or other equity securities, or engage in certain hedging transactions, subject to certain exceptions and limitations contained in the Shareholders Agreement, and certain repurchase rights of the Company. In addition, subject to certain limitations and qualifications contained in the Shareholder Agreement, for a period of 18 months following the closing date, Spectrum will be required to vote in favor of the Board’s director nominees and in accordance with the Board’s recommendations identified on the Company’s proxy or information statement on all other matters at any meeting of the Company’s shareholders, including the Annual Meeting.
“Additional information can be found in “Note 21, Related Party Transactions” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for year ended September 30, 2020.

Energizer Holdings, Inc. 2020 Proxy Statement  55

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VOTING PROCEDURES
Availability of Proxy Materials
We are furnishing proxy materials to our shareholders primarily via the Internet instead of mailing printed copies of those materials to each shareholder. By doing so, we save costs and reduce the environmental impact of our Annual Shareholders’ Meeting. On December 21, 2020, we mailed a Notice of Internet Availability of Proxy Materials to certain of our shareholders. The Notice contains instructions about how to access our proxy materials and vote online or vote by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.
Who Can Vote
Record holders of Energizer Holdings, Inc.2017 common stock on December 4, 2020 may vote at the meeting. On December 4, 2020, there were 68,536,381 shares of common stock outstanding, each of which entitled the holder to one vote for each matter to be voted on at our Annual Shareholders’ Meeting. The shares of common stock held in our treasury will not be voted. Holders of our 7.50% Series A Mandatory Convertible Preferred Stock are not entitled to vote at the meeting.
How to attend the virtual annual Meeting
Energizer will be hosting the Annual Shareholders’ Meeting online. A summary of the information you need to attend the Annual Meeting online is provided below:
Any shareholder can attend the Annual Shareholders’ Meeting by visiting www.virtualshareholdermeeting.com/ENR2021
We encourage you to access the Annual Shareholders’ Meeting online prior to its start time
The Annual Meeting starts at 8:00 a.m. Central Time
Shareholders may vote electronically and submit questions online while attending the Annual Shareholders’ Meeting
Please have the Control Number we have provided to you to join the Annual Shareholders’ Meeting
Instructions on how to attend and participate in the Annual Shareholders’ Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/ENR2021
What If I Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the meeting, please call toll free: 1-844-986-0822, or if calling internationally, please call: 1-303-562-9302.
How can I ask questions?
You can submit questions in writing to the virtual meeting website during the annual meeting. You must first join the meeting with your 16-digit control number. We intend to answer questions pertinent to company matters as time allows during the meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. Guidelines for submitting written questions during the meeting will be available in the rules of conduct for the Annual Shareholders’ Meeting.
56  Energizer Holdings, Inc. 2020 Proxy Statement


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How to Vote
There are four voting methods for record holders:
MAIL
If you choose to vote by mail, complete a proxy card, date and sign it, and return it in the postage-paid envelope provided (if you received a paper copy of the proxy materials) or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TELEPHONE
You can vote your shares by telephone by calling 1-800-690-6903 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.
INTERNET
VOTING
You can also vote via the Internet at www.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.
VOTING DURING
MEETING
During the Annual Shareholders’ Meeting, you can vote, using the Control Number we have provided to you.
Vote Required; Effect of Abstentions and Broker Non-Votes
The holders of record of shares representing a majority of the voting power of our issued and outstanding shares of common stock entitled to vote at the Annual Shareholders’ Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business.
The shares of a shareholder whose ballot on any or all proposals is marked as “abstain” will be included in the number of shares present at the Annual Shareholders’ Meeting to determine whether a quorum is present. If you are the beneficial owner of shares held by a broker or other custodian, you may instruct your broker how to vote your shares through the voting instruction form included with this Proxy Statement. If you wish to vote the shares you own beneficially at the meeting, you must first request and obtain a “legal proxy” from your broker or other custodian. If you choose not to provide instructions or a legal proxy, your shares are referred to as “uninstructed shares”. Whether your broker or custodian has the discretion to vote these shares on your behalf depends on the ballot item. The following table summarizes the votes required for passage of each proposal and the effect of abstentions and uninstructed shares held by brokers.
Brokers and custodians can no longer vote uninstructed shares on your behalf in director elections. For your vote to be counted, you must submit your voting instruction form to your broker or custodian.
Item
Votes Required for Approval
Abstentions
Uninstructed Shares
1.
Election of Directors
Majority of Voting Power(1)
Vote Against
Not Voted/No Effect
2.
Ratification of Appointment of Independent Auditor
Majority of Voting Power(1)
Vote Against
Discretionary Vote
3.
Advisory, Non-Binding Vote to Approve Executive Compensation
Majority of Voting Power(1)
Vote Against
Not Voted/No Effect
(1)
“Majority of Voting Power” in table relates to shares represented and entitled to vote on the proposal.
You may revoke your proxy and change your vote at any time before the voting polls close at our Annual Shareholders’ Meeting by submitting a properly executed proxy of a later date, a written notice of revocation (of your previously executed proxy) sent to our Corporate Secretary, or a vote cast at our Annual Shareholders’ Meeting (however, attending the meeting without voting will not revoke a proxy).
Solicitation of Proxies
The Board of Directors is soliciting the proxy accompanying this Proxy Statement. We will pay the cost of soliciting proxies. Proxies may be solicited by executive officers, directors, and colleagues of the Company, none of whom will receive any additional compensation for their services. Morrow Sodali LLC may solicit proxies for a fee of $10,000 plus expenses. These solicitations may be made personally or by mail, facsimile, telephone, messenger, email, or the Internet. 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.

Energizer Holdings, Inc. 2020 Proxy Statement  57

TABLE OF CONTENTS

HOUSEHOLDING
To reduce costs and reduce the environmental impact of our Annual Shareholders’ Meeting, a single Proxy Statement65

and Annual Report, along with individual proxy cards or individual Notices of Internet Availability, will be delivered in one envelope to certain shareholders having the same last name and address and to individuals with more than one account registered at our transfer agent with the same address. If a shareholder would like to receive separate copies of proxy materials that have been subject to householding, please contact Broadridge Financial Solutions, Inc. at the contact information below to receive separate copies. Shareholders participating in householding will continue to receive separate proxy cards. If you are a registered shareholder and would like to enroll in this service or receive individual copies of this year’s and/or future proxy materials, please contact our transfer agent, Broadridge Financial Solutions, Inc., at 866-741-8213, by email at shareholder@broadridge.com or in writing to 51 Mercedes Way, Edgewood, NY 11717. If you are a beneficial shareholder, you may contact the broker or bank where you hold the account.


ADDITIONAL INFORMATION

OTHER BUSINESS

The Board knows ofdoes not intend to bring any other business before the Annual Shareholders’ Meeting, and so far as is known to our Board, no business which willmatters are to be presented atbrought before the 2018 Annual Meetingmeeting other than that described above.as specified in the notice of meeting. Our bylaws provide that shareholders may nominate candidates for directors or present a proposal or bring other business before an annual meeting only if they give timely written notice of the nomination or the matter to be brought not less than 90 nor more than 120 days prior to the first anniversary of the prior year’s meeting, as described under “Shareholder Proposals for 2019the 2022 Annual Shareholders’ Meeting.

DELIVERY OF DOCUMENTS

Householding of Annual Meeting Materials. The SEC has approved a rule permitting the delivery of a single Notice Regarding the Availability of Proxy Materials, and set of Annual Reports and Proxy Statements (if paper copies of such documents have been delivered or requested), to any household at which two or more shareholders reside, unless we have received contrary instructions from one or more of the shareholders residing in such household. Each shareholder will continue to receive a separate proxy card. This procedure, referred to as “householding”, reduces the volume of duplicate information you receive, as well as our expenses. In order to take advantage of this opportunity, we will deliver only one copy of the Notice Regarding the Availability of Proxy Materials, and this Proxy Statement and related Annual Report (if paper copies of such documents have been delivered or requested) to multiple shareholders who share an address, unless we receive contrary instructions from the impacted shareholders prior to the mailing date. If you prefer to receive separate copies of our Notice Regarding the Availability of Proxy Materials, our Proxy Statement or Annual Report, either now or in the future, we will promptly deliver, upon your written or oral request submitted as set forth below, a separate copy of the Notice Regarding the Availability of Proxy Materials, Proxy Statement or Annual Report, as applicable and as requested, to any shareholder at your address to which a single copy was delivered. If you and other shareholders in your household are currently receiving multiple copies of the Notice Regarding the Availability of Proxy Materials, and this Proxy Statement and our Annual Report (if paper copies of such documents have been delivered or requested) and would like only one copy to be sent to your household, upon your written request, we will discontinue delivering multiple copies of such document(s) to your household and only deliver one copy. Notice should be given to the Corporate Secretary, Energizer Holdings, Inc., 533 Maryville University Drive, St. Louis, Missouri 63141 (Tel. No.(314) 985-2000).

66Energizer Holdings, Inc.2017 Proxy Statement


ADDITIONAL INFORMATION

SHAREHOLDER PROPOSALS FOR 2019THE 2022 ANNUAL SHAREHOLDERS’ MEETING

Any proposals to be presented at the 20192022 Annual Shareholders’ Meeting of Shareholders, which is expected to be held on January 28, 2019, must be received by the Company, directed to the attention of the Corporate Secretary, no later than August 15, 201823, 2021 in order to be included in the Company’s Proxy Statement and form of proxy for that meeting under Rule14a-8 of the Exchange Act. Upon receipt of any proposal, the Company will determine whether or not to include the proposal in the Proxy Statement and proxy card in accordance with regulations governing the solicitation of proxies. The proposal must comply in all respects with the rules and regulations of the SEC and our bylaws.

In order for a shareholder to nominate a candidate for director, present a proposal or bring other business before the shareholders under our bylaws, timely notice of the nomination must be received by us in advance of the meeting. Ordinarily, such notice must be received not less than 90, nor more than 120, days before the first anniversary of the prior year’s meeting. For the 20192022 Annual Shareholders’ Meeting, the notice would have to be received between October 1, 20184, 2021 and October 31, 2018.November 3, 2021. However, in the event that (i) no annual meeting is held in 2018 or (ii) the date of the 20192022 Annual Shareholders’ Meeting is more than 30 days before or more than 60 days after the first anniversary of the 20182022 Annual Shareholders’ Meeting, notice must be received no earlier than the 120th day prior to the date of the 20192022 Annual Shareholders’ Meeting and not later than the close of business on the later of the 90th day prior to the date of the 20192022 Annual Shareholders’ Meeting, or the seventh day following the day on which notice of the date of the meeting was mailed or on which public notice of the meeting was given. The notice of nomination must include, as to each person whom the shareholder proposes to nominate for election, information required by our bylaws, including:

the nominee’s name, age, business and residential address;
the nominee’s principal occupation for the previous five years;
the nominee’s consent to being named as a nominee and to serving on the Board;
the nominee’s “disclosable interests” as of the date of the notice (which information shall be supplemented by such person, if any, not later than ten days after the record date of the Annual Shareholders’ Meeting to disclose such ownership as of the record date), which includes:


¡shares of common stock; options, warrants, convertible securities, stock appreciation rights, or similar rights with respect to our common stock; any proxy, contract, arrangement, understanding, or relationship conveying a right to vote common stock;

¡any short interest with respect to common stock;
¡
any derivative instruments held by a partnership in which the nominee has a partnership interest; and
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TABLE OF CONTENTS


rights to any performance-related fee based on any increase or decrease in the value of common stock or any related derivative instrument; and

a description of all monetary or other material agreements, arrangements or understandings between the nominating shareholder and the nominee during the prior three years.

In addition, the nominating shareholder must provide their name and address and disclosable interests (as such term is described above). The shareholder must be present at the Annual Shareholders’ Meeting of Shareholders at which the nomination is to be considered, and must provide a completed questionnaire regarding the nominee’s background and qualification and compliance with our corporate governance, conflict of interest, and other pertinent policies and guidelines. To assist in the evaluation of shareholder-recommended candidates, the Nominating and Executive CompensationGovernance Committee may request that the shareholder provide certain additional information required to be disclosed in the Company’s proxy statement under Regulation 14A of the Exchange Act. The shareholder nominating the candidate must also include his or her name and address, and the number of shares of common stock beneficially owned.

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ADDITIONAL INFORMATION

In order for a shareholder to bring other business before a shareholder meeting, timely notice must be received by the Company during the same period as director nominations described above. Such notice must include a description of the proposed business and the reasons for the proposal, the name and address of the shareholder making the proposal, any financial or other interests of the shareholder in the proposal made, and the shareholder’s disclosable interests. These requirements are separate from the requirements a shareholder must meet to have a proposal included in the Company’s Proxy Statement.

In each case, the notice must be given to the Corporate Secretary of the Company, whose address is 533 Maryville University Drive, St. Louis, Missouri 63141. A copy of our bylaws will be provided without charge upon written request to the Corporate Secretary.

By order of the Board of Directors,

LOGO

Benjamin J. Angelette

Deputy General Counsel & Corporate Secretary

December 13, 2017

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APPENDIX A—PROPOSED THIRD AMENDED AND RESTATED

ARTICLES OF INCORPORATION

(additions are underlined twice; deletions are struck out)

SECOND THIRD AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

ENERGIZER HOLDINGS, INC.

ARTICLE I

NAME

The name of the corporation is CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Energizer Holdings, Inc. (the Corporation“Company”).

ARTICLE II

REGISTERED OFFICE

The address, including street and number, ifits management may make certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.” Forward-looking statements represent the Company’s current expectations, plans or forecasts of its future results, revenues, expenses, capital measures, strategy, and future business and economic conditions more generally, and other future matters. These statements are not guarantees of future results or performance and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and are often beyond the Company’s control. Actual outcomes and results may differ materially from those expressed in these forward looking statements. Factors that could cause actual results or events to differ materially from those anticipated include, without limitation, the matters implied by, any of these forward-looking statements.

You should not place undue reliance on any forward-looking statement and should consider the Corporation’s registered office in this state is 120 South Central Avenue, Clayton, Missouri 63105,following uncertainties and risks, as well as the name of its agent at such address is C T Corporation System.

ARTICLE III

AUTHORIZED SHARES

SECTION 3.1. CLASSES AND NUMBER OF SHARES.

(a) The aggregate number, classrisks and par value of shares of capital stock that the Corporation shall have authority to issue is Three Hundred and Ten Million (310,000,000) shares of stock, consisting of:

(i) Three hundred million (300,000,000) shares of common stock, par value $.01 per share (“Common Stock”); and

(ii) Ten million (10,000,000) shares of preferred stock, par value $.01 per share (“Preferred Stock”).

(b) All preemptive rights of shareholders are hereby denied, so that no stock or other securityuncertainties more fully discussed under Item 1A. Risk Factors of the Corporation shall carryCompany’s Annual Report on Form 10-K filed with it,the Securities and no holder or owner of any share or shares of stock or other security or securities of the Corporation, shall have any preferential or preemptive right to acquire additional shares of stock or of any other security of the Corporation. All cumulative voting rights are hereby denied, so that no stock or other security of the Corporation shall carry with it,Exchange Commission on November 17, 2020, 1) market and no holder or owner of any share or shares of such stock or security, shall have any right to cumulative votingeconomic conditions; (2) market trends in the election of members of the Board of Directors of the Corporation (the “Directors”) or for any other purpose. The foregoing provisions within this paragraph are not intended to modify or prohibit any provisions of any voting trust or agreement between or among holders or owners of shares of stock or other securities of the Corporation.

(c) In addition to those general qualifications, limitations and restrictions applicable to each and every class and series of capital stock of the Corporation as a matter of law or as statedcategories in the immediately preceding paragraph, the preferences, qualifications, limitations, restrictions, and the special correlative rights, including convertible rights, if any, in respect of the shares of each class are as set forth in the following Section 3.2 and Section 3.3.

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SECTION 3.2. TERMS OF PREFERRED STOCK.

(a) Subject to the requirements of the General and Business Corporation Law of Missouri, as amended from time to time (the “GBCL”), and to the provisions of theseSecondThird Amended and Restated Articles of Incorporation (these “Articles of Incorporation”), Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The description of shares of each series of Preferred Stock, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption, shall be as set forth in these Articles of Incorporation or any amendment hereto, or in a resolution or resolutions duly adopted by the Board of Directors and, to the extent set forth in any such resolution or resolutions, such information shall be certified to the Secretary of State of Missouri and filed as required by law from time to time, prior to the issuance of any shares of such series.

(b) The Board of Directors is expressly authorized prior to issuance, by adopting resolutions providing for the issuance of, or providing for a change in the number of, shares of any particular series of Preferred Stock (but not below the number of shares of such series then outstanding) and, if and to the extent from time to time required by law, by filing certification thereto with the Secretary of State of Missouri, to set or change the number of shares to be included in each series of Preferred Stock (but not below the number of shares of such series then outstanding) and to set or change (in any one or more respects) the designations, preferences, conversion, relative, participating, optional or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemptionwhich we compete; (3) uncertainty relating to the shares of each such series. The authorityimpacts of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following:

(i) the distinctive serial designation of such series and the number of shares constituting such series (provided that the aggregate number of shares constituting all series of Preferred Stock shall not exceed the aggregate number of authorized shares set out in Section 3.1(a)(ii) of these Articles of Incorporation);

(ii) the dividend rate, if any, on shares of such series, whether and the extent to which dividends shall be cumulative or non-cumulative, the relative rights of priority, if any, of payment of any dividends, and the time at which and the terms and conditions on which any dividends shall be paid;

(iii) whether the shares of such series shall be redeemable or purchasable and, if so, the terms and conditions of such redemption or purchase,COVID-19 outbreak, including the date or dates upon and after which such shares shall be redeemable or purchasable and the amount per share payable in case of redemption or purchase, which amount may vary under different conditions and at different redemption or purchase dates;

(iv) the obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund and the terms and conditions of any such sinking fund;

(v) whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other series, class or classes, now or hereafter authorized, and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

(vi) whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(vii) the rights of the holders of shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority, if any, of such holders with respect thereto; and

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(viii) any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to such series.

SECTION 3.3. TERMS OF COMMON STOCK.

(a) Voting Rights. Except as otherwise provided by the GBCL, each holder of the Common Stock shall be entitled to one vote per share of Common Stock held by such holder on all matters to be voted on by the shareholders.

(b) Dividend Rights. Subject to the express terms of any outstanding series of Preferred Stock, dividends may be declared and paid upon the Common Stock out of funds of the Corporation legally available therefor, in such amounts and at such times as the Board of Directors may determine. Funds otherwise legally available for the payment of dividends on the Common Stock shall not be restricted or reduced by reason of there being any excess of the aggregate preferential amount of any series of Preferred Stock outstanding over the aggregate par value thereof.

ARTICLE IV

DIRECTORS

SECTION 4.1. NUMBER. The number of Directors to constitute the Board of Directors of the Corporation shall be fixed by or in the manner provided in the Bylaws of the Corporation. Any changes in the number of Directors shall be reported to the Missouri Secretary of State to the extent and within the time periods required by the GBCL. As of the effective date of these Articles of Incorporation, each person elected as a Director of the Corporation after the 2017 annual meeting of shareholders, whether to succeed a person whose term of office as a Director has expired or to fill any vacancy, shall be elected for a term expiring at the annual meeting of shareholders held in the year following the year of his or her election. Each Director elected at or prior to the 2017 annual meeting of shareholders shall continue to serve as a Director for the term for which he or she was elected. In each case, Directors shall hold office until their successors are elected and qualified, or until their earlier death, resignation or removal. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of stock of the Corporation, other than shares of Common Stock, shall have the right, voting separately by class or series, to elect Directors, then the election, term of office, filling of vacancies and other features of such directorship shall be governed by the terms of the Articles of Incorporation of the Corporation or any certificate of designation thereunder applicable thereto. As used in these Articles of Incorporation, the term “entire Board of Directors” or the “entire Board” means the total number of Directors fixed by, or in accordance with, these Articles of Incorporation and the Bylaws of the Corporation.

SECTION 4.2. REMOVAL OF DIRECTORS. Subject to, and in addition to, the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding or any limitation imposed by law, (i) any Director, or the entire Board of Directors, may be removed from office at any time prior to the expiration of his, her or their term of office only for cause and only by the affirmative vote of the holders of record of outstanding shares representingnot less than two-thirds a majority of all of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a single class, at a special meeting of shareholders called expressly for that purpose (such vote being in addition to any required class or other vote), and (ii) any Director may be removed from office bythe affirmative vote ofa majority of the entire Board of Directors at any time prior to the expiration of his or her term of office, as provided by law, in the event that the Director fails to meet any qualifications stated in the Bylaws for election as a Director or in the event that the Director is in breach of any agreement between the Director and the Corporation relating to the Director’s service as a Director or employee of the Corporation.

Energizer Holdings, Inc.2017 Proxy StatementA-3


SECTION 4.3. VACANCIES. Subject to the rights, if any, of the holders of any class of capital stock of the Corporation (other than the Common Stock) then outstanding, and except as expressly provided for in Section 4.1, any vacancies in the Board of Directors which occur for any reason, including vacancies which occur by reason of an increase in the number of Directors or the removal of a Director, shall be filled only by the Board of Directors, acting bythe affirmative vote ofa majority of the remaining Directors then in office (although less than a quorum). Any replacement Director so elected shall hold office for a term expiring at the next annual meeting of shareholders held immediately following such person being elected to fill the vacancy, and until such Director’s successor is elected and qualified or until such Director’s earlier death, resignation or removal.

ARTICLE V

The duration of the Corporation is perpetual.

ARTICLE VI

PURPOSE

The Corporation is formed to engage in any lawful act or activity for which a corporation now or hereafter may be organized under the laws of the State of Missouri.

ARTICLE VII

BYLAWS; MEETINGS OF SHAREHOLDERS

SECTION 7.1. BYLAWS.Only a majority of the entire Board of DirectorsA majority of the entire Board of Directors or the affirmative vote of the holders of record of outstanding shares representing a majority of all of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors,may make, amend, alter, change or repeal any provision or provisions of the Bylaws of the Corporation.

SECTION 7.2. SPECIAL MEETINGS. Special meetings of shareholders may be calledonly by the affirmative vote ofbya majority of the entire Board of Directors or, by the Chairman of the Board or, by the President of the Corporation by request for such, or by the affirmative vote of the holders of record of outstanding shares representingameetingmajority of all of the then outstanding shares of capital stock of the Corporation then entitled to vote generally inwriting.the election of Directors.Only such business shall be conducted, and only such proposals shall be acted upon, as are specified in the notice of any special meeting of shareholders.Shareholders shall have no right to request to call a special meeting.

SECTION 7.3. WRITTEN CONSENT OF SHAREHOLDERS. Any action that is required or that may be taken at any meeting of the shareholders may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 7.4. ADVANCE NOTICE. Advance notice of shareholder nominations for the election of Directors and business to be brought by shareholders before any meeting of the shareholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VIII

INDEMNIFICATION AND EXCULPATION

SECTION 8.1. ACTIONS INVOLVING DIRECTORS, OFFICERS AND EMPLOYEES. The Corporation shall indemnify and hold harmless each person (other than a party plaintiff suing on his or

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her own behalf or in the right of the Corporation) who at any time is serving or has served as a Director, officer or employee of the Corporation against any claim, liability or expense incurred as a result of such service, or as a result of any other service on behalf of the Corporation while also serving as a Director, officer or employee of the Corporation, or service at the request of the Corporation (which request need not be in writing), while also serving as a Director, officer or employee of the Corporation, as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit) to the maximum extent permitted by law, unless the conduct of such person underlying the proceeding in question has been finally adjudged to have been knowingly fraudulent, deliberately dishonest or to constitute willful misconduct, or unless the Corporation is otherwise prohibited by law from providing such indemnification. Without limiting the generality of the foregoing, the Corporation shall indemnify any such person (other than a party plaintiff suing on his or her behalf or in the right of the Corporation), who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action byits impacts on consumer demand, costs, product mix, the availability of our products, our strategic initiatives, our and our partners' global supply chains, operations and routes to market; (4) our ability to integrate businesses, to realize the projected results of the acquired businesses, and to obtain expected cost savings, synergies and other anticipated benefits of the acquired businesses within the expected timeframe, or at all; (5) the impact of the acquired businesses on our business operations; (6) the success of new products and the ability to continually develop and market new products; (7) our ability to attract, retain and improve distribution with key customers; (8) our ability to continue planned advertising and other promotional spending; (9) our ability to timely execute strategic initiatives, including restructurings, and international go-to-market changes in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations; (10) the impact of strategic initiatives, including restructurings, on our relationships with employees, customers and vendors; (11) our ability to maintain and improve market share in the rightcategories in which we operate despite heightened competitive pressure; (12) financial strength of distributors and suppliers; (13) our ability to improve operations and realize cost savings; (14) the impact of the Corporation)United Kingdom’s future trading relationships following its exit from the European Union; (15) the impact of foreign currency exchange rates and currency controls, as a resultwell as offsetting hedges; (16) the impact of such serviceadverse or unexpected weather conditions; (17) uncertainty from the expected discontinuance of LIBOR and the transition to any other service on behalfinterest rate benchmark; (18) the impact of raw materials and other commodity costs; (19) the Corporation while also serving as a Director, officerimpact of legislative changes or employee of the Corporation against expenses (including, without limitation, costs of investigationregulatory determinations or changes by federal, state and attorneys’ fees), judgments, fineslocal, and amounts paid in settlement actuallyforeign authorities, including customs and reasonably incurred by him or her in connection with such action, suit or proceeding.

SECTION 8.2. MANDATORY INDEMNIFICATION.

(a) Directors, Officers and Employees. To the extent that a Director, officer or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, to which action, suit or proceeding such Director, officer or employee was or is a party by reason of such person’s service to the Corporation in such capacity, or as a result of any other service on behalf of the Corporation while also serving as a Director, officer or employee of the Corporation, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the action, suit or proceeding, or proportionally to such claim, issue or matter therein.

(b) Agents. To the extent that an agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, to which action, suit or proceeding such agent was or is a party by reason of service to the Corporation in such capacity, or as a result of any other service on behalf of the Corporation while also serving as an agent of the Corporation, or in defense of any claim, issue or matter therein, the Corporation is not required to, but may, in its discretion, indemnify such individual against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the action, suit or proceeding, or proportionally to such claim, issue or matter therein, at the discretion of the Corporation.

SECTION 8.3. ARTICLE VIII PROVISIONS NOT EXCLUSIVE RIGHT. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled, whether under the Bylaws of the Corporation or any statute, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

SECTION 8.4. INDEMNIFICATION AGREEMENTS AUTHORIZED. Without limiting the other provisions of this Article VIII, the Corporation is authorized from time to time, without further action by the shareholders of the Corporation, to enter into agreements with any Director, officer, employee or agent of the Corporation providing such rights of indemnification as the Corporation may deem appropriate, up to the maximum extent permitted by law. Any agreement entered into by the Corporation with a Director may be authorized by the other Directors, and such authorization shall not

Energizer Holdings, Inc.2017 Proxy StatementA-5


be invalid on the basis that different or similar agreements may have been or may thereafter be entered into with other Directors.

SECTION 8.5. STANDARD OF CONDUCT. Except as may otherwise be permitted by law, no person shall be indemnified pursuant to this Article VIII (including without limitation pursuant to any agreement entered into pursuant toSection 8.4 of these Articles of Incorporation) from or on account of such person’s conduct which is finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. The Corporation may (but need not) adopt a more restrictive standard of conduct with respect to the indemnification of any agent of the Corporation.

SECTION 8.6. INSURANCE. The Corporation may purchase and maintain insurance on behalf of itself or any person who is or was a Director, officer, employee or agent of the Corporation, or who is or was otherwise serving on behalf or at the request of the Corporation in any capacity against any claim, liability or expense asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VIII.

SECTION 8.7. CERTAIN DEFINITIONS. For the purposes of this Article VIII:

(a) Service in Representative Capacity. Any Director, officer or employee of the Corporation who shall serve as a director, officer or employee of any other corporation, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was the owner of 20% or more of either the outstanding equity interests or the outstanding voting stock (or comparable interests) shall be deemed to be so serving at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances where any person shall serve as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as a director, officer, employee or agent at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service.

(b) Predecessor Corporations. References to a corporation include all constituent corporations absorbed in a consolidation or merger,tariff determinations, as well as the resultingimpact of potential changes to tax laws, policies and regulations; (20) costs and reputational damage associated with cyber-attacks or surviving corporation, so thatinformation security breaches or other events; (21) the impact of advertising and product liability claims and other litigation; and (22) compliance with debt covenants and maintenance of credit ratings as well as the impact of interest and principal repayment of our existing and any person whofuture debt.

The information contained herein is or was a director, officer, employee or agent of a constituent corporation or is or was servingpreliminary and based on Company data available at the request of a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisionstime of this Article VIII with respect to the resulting or surviving corporationfiling. Forward-looking statements speak only as he or she would if he or she had served the resulting or surviving corporation in the same capacity.

(c) Service for Employee Benefit Plan. The term “other enterprise” shall include, without limitation, employee benefit plans and voting or taking action with respect to stock or other assets therein; the term “serving at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee or agent of a corporation which imposes duties on, or involves services by, a director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have satisfied any standard of care required by or pursuant to this Article VIII in connection with such plan;date they are made, and the term “fines” shall include, without limitation,Company undertakes no obligation to update any excise taxes assessed on a person with respectforward-looking statement to an employee benefit plan and shall also include any damages (including treble damages) and any other civil penalties.

reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

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SECTION 8.8. LIABILITYTABLE OF THE DIRECTORS, OFFICERS AND EMPLOYEES.CONTENTS

(a) No Director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a Director; provided, however, that the foregoing clause shall not apply to any liability of a Director (i) for any breach of the Director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in subjective good faith or which involve intentional misconduct or a knowing violation of law, (iii) under § 351.345 of the GBCL, or (iv) for any transaction from which the Director derived an improper personal benefit.

(b) It is the intention of the Corporation to limit the personal liability of the Directors, officers and employees of the Corporation, in their capacity as such, whether to the Corporation, its shareholders or otherwise, to the fullest extent permitted by law. Consequently, should the GBCL or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the Directors and/or officers and/or employees of the Corporation shall be so eliminated or limited without the need for amendment of these Articles or for further action on the part of the shareholders of the Corporation.

SECTION 8.9. SURVIVAL; AMENDMENT.

(a) Each person who was or is a Director, officer or employee of the Corporation is a third party beneficiary to this Article VIII, shall be entitled to rely upon all of his or her indemnification rights provided or contemplated by thisArticle VIII as a binding contract with the Corporation, and shall be entitled to enforce against, and rely on as a binding contract with, the Corporation all of his or her indemnification rights provided or contemplated by this Article VIII. Such indemnification rights shall continue as to a person who has ceased to be a Director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such a person.

(b) This Article VIII may be hereafter amended, modified or repealed as provided in Article IX of these Articles of Incorporation; provided, however, that no such amendment, modification or repeal shall (i) reduce, terminate or otherwise adversely affect any right or protection, provided in this Article VIII of any person who was or is a Director, officer or employee of the Corporation to obtain indemnification or an advance of expenses with respect to a proceeding that pertains to or arises out of any act, omission or event occurring or condition or circumstance existing prior to the Deadline Indemnification Date, or (ii) have any effect on the liability or alleged liability of any person who was or is a Director, officer or employee of the Corporation for or with respect to any act, omission or event occurring or condition or circumstance existing prior to the Deadline Indemnification Date. For purposes of this Section 8.9, the term “Deadline Indemnification Date” shall mean the later of: (1) the effective date of any amendment or repeal of this Article VIII which reduces, terminates or otherwise adversely affects the rights hereunder of any person who was or is a Director, officer or employee, (2) the expiration of such person’s then current term of office with, or service for, the Corporation (provided such person has a stated term of office or service and completes such term), or (3) the effective date such person resigns his office or terminates his service (provided such person has a stated term of office or service but resigns prior to the expiration of such term).

Energizer Holdings, Inc.2017 Proxy StatementA-7


APPENDIX A


ARTICLE IX

AMENDMENT

RECONCILIATION OF THE ARTICLES OF INCORPORATION

Subject to Section 8.9 of these Articles of Incorporation,(a) the Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on the shareholders, Directors, officers, employees or agents of the Corporation are subject to this reserved powerprovided, that (in addition to any required class or other vote, and (b) the affirmative vote of the holders of record of outstanding shares representingnot less than two-thirds a majority of all of thethenoutstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a single class, shall be required to amend, alter, change or repealArticle IV or Article VIIany provisionof these Articles of Incorporation and this Article IX, notwithstanding the fact that a lesser percentage may be specified by the laws of Missouri.

A-8Energizer Holdings, Inc.2017 Proxy Statement


APPENDIX B—RECONCILIATION OFNON-GAAP FINANCIAL MEASURES

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”). However, management believes that certainnon-GAAP financial measures provide users with additional meaningful comparisonsComparisons to the corresponding historical or future period. Thesenon-GAAP financial measures exclude items that management believes are not reflective of the Company’son-going operating performance, such as acquisition and integration costs, acquisition inventory step up costs,loss on extinguishment of debt, settlement loss on pension plan terminations, gain on sale of real estate, restructuring activities, costs related to the spin, and income tax adjustments.adjustments and the one-time impact of the CARES Act and The Tax Cuts and Jobs Act. These measures help investors to see year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are noton-going. We believe thesenon-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should considernon-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, thesenon-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items being adjusted.

We provide the followingnon-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure:

measure.

Adjusted Diluted EPS. This measureEarnings Per Share (EPS) excludes the impact of the costs related to acquisition and integration, costs,the loss on extinguishment of debt, the prior year settlement loss on pension plan termination, gain on sale of real estate, restructuring activities, costs related to the spin, and income tax adjustments.

adjustments and the one-time impact of the CARES Act and The following table provides a reconciliation of adjusted net earnings per diluted share to net earnings per diluted share.

   Twelve
Months Ended
September 30,
 
(in millions, except per share data)  Diluted EPS 
   2017  2016 

Reported—GAAP

  $3.22  $2.04 

Impacts: Expense (Income)

   

Acquisition and integration costs

   0.06   0.14 

Inventory step up

   —     0.08 

Gain on sale of real estate

   (0.26  —   

Restructuring

   —     0.05 

Spin costs

   —     0.11 

Spin restructuring

   (0.04  0.07 

Income tax adjustments

   —     (0.18
  

 

 

  

 

 

 

Adjusted—Non-GAAP (1)

  $2.98  $2.31 
  

 

 

  

 

 

 

Weighted average shares—Diluted

   62.6   62.5 

(1)The effective tax rate for the twelve months ended September 30, 2017 and 2016 for theAdjusted—Non-GAAP Net Earnings and Diluted EPS was 28.4% and 29.8%, respectively, as calculated utilizing the statutory rate for where the costs were incurred. The net tax impact associated with thenon-GAAP adjustments highlighted in the table was an expense of $2.4 million and $23.5 million, respectively, for the years ended September 30, 2017 and 2016.

Energizer Holdings, Inc.2017 Proxy StatementB-1

Tax Cuts and Jobs Act.


Free Cash Flow.Free Cash Flow is defined as net cash provided by operating activities reduced by capital expenditures, net of the proceeds from asset sales. Given our extensive international operations, a significant portion of ourAdjusted Free Cash Flow further excludes the cash is generated outsidepayments for acquisition and integration expenses and integration capital expenditures. These expense cash payments are net of the U.S. The repatriation of cash balances from certain of our subsidiaries could have adversestatutory tax consequences or be subject to regulatory capital requirements.

The following table provides a reconciliation of free cash flow ($ in millions).

 Free Cash Flow

   2017    2016 

 Net cash from operating activities

  $197.2   $193.9 

 Capital expenditures

   (25.2   (28.7

 Proceeds from sale of assets

   27.2    1.5 

 Free Cash Flow—subtotal

  $199.2   $166.7 

B-2Energizer Holdings, Inc.2017 Proxy Statement


LOGO

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  ☒

KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

  

 

The Board of Directors recommends you vote FOR the following:

           

LOGO

 

 

    

LOGO

  

 

1.

 

 

Election of Directors

       
   

 

Nominees

 

 

For

 

 

Against

 

 

Abstain

    
  

 

1A

 

 

Bill G. Armstrong

 

 

 

 

 

 

         
  

 

1B

 

 

James C. Johnson

 

 

 

 

 

 

         
  

 

1C

 

 

W. Patrick McGinnis

 

 

 

 

 

 

         
  

 

1D

 

 

Robert V. Vitale

 

 

 

 

 

 

         
  

 

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

 

 

For

 

 

Against

 

 

Abstain

    

 

For

 

 

Against

 

 

Abstain

   
  

 

2

 

 

to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2018

 

 

 

 

 

 

  

 

4

 

 

to vote to amend and restate the Company’s Second Amended and Restated Articles of Incorporation to remove supermajority provisions

 

 

 

 

 

 

   
  

 

3

 

 

advisory vote on executive compensation

 

 

 

 

 

 

  

 

NOTE:to act upon such other matters as may properly come before the meeting

      
  

 

For address change/comments, mark here.

   

 

        
  (see reverse for instructions) Yes No          
  

 

Please indicate if you plan to attend this meeting

 

 

 

 

          
  

 

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

  

 

LOGO

   
  LOGO 

0000348395_1    R1.0.1.17


LOGO

LOGO

2018 ANNUAL MEETING ADMISSION TICKET

ENERGIZER HOLDINGS, INC.

2018 ANNUAL MEETING OF SHAREHOLDERS

January 29, 2018

8:00 a.m. local time

Energizer World Headquarters

533 Maryville University Drive

St. Louis, Missouri 63141

Please present this ticket and photo identification for admittance to the Annual Meeting.

Important Notice Regardingbenefit associated with the Availability of Proxy Materials for the Annual Meeting:

The Notice of Annual Meeting of Shareholders, Proxy Statement and

our 2017 Annual Report are available at:www.proxyvote.com

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — —

payment.
FY16
FY17
FY18
FY19
FY20
Free Cash Flow (in millions)
Net Cash from Operating Activities
$193.9
$197.2
$228.7
$142.1
$389.3
Capital Expenditures
(28.7)
(25.2)
(24.2)
(55.1)
(65.3)
Proceeds from Sales of Assets
1.5
27.2
6.1
0.2
6.4
​Free Cash Flow — Subtotal
$166.7
$199.2
$210.6
$87.2
$330.4
Acquisition and Integration Related Payments
5.6
4.3
27.2
159.2
33.7
Integration Related Capital Expenditures
9.8
41.0
​Adjusted Free Cash Flow
$172.3
$203.5
$237.8
$256.2
$405.1

Energizer Holdings, Inc. 2020 Proxy Statement  A-1

TABLE OF CONTENTS

FY16
FY17
FY18
FY19
FY20
Reported GAAP Diluted EPS
$2.04
$3.22
$1.52
$0.78
$0.44
Acquisition and integration costs
0.22
0.06
1.00
2.06
0.79
Acquisition withholding tax
0.10
Settlement on pension plan terminations
0.17
0.05
Loss on extinguishment of debt
1.05
Gain on sale of real estate
(0.26)
(0.06)
Restructuring
0.05
Spin
0.11
Spin restructuring
0.07
(0.04)
Income tax adjustments
(0.18)
One-time impact of the new U.S. Tax Legislation
0.64
(0.01)
One-time impact of the CARES Act
0.03
Impact for Diluted Share Calculation(1)
0.12
​Adjusted Non-GAAP Diluted EPS
$2.31
$2.98
$3.37
$3.00
$2.31
(1)
LOGO

ENERGIZER HOLDINGS, INC.

Annual Meeting of Shareholders

January 29, 2018 8:00 AM

This proxy is solicited byFor FY19, the Board of Directors

The shareholders hereby appoint Alan R. Hoskins and Emily K. Boss, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, alladjusted weighted average shares assumes conversion of the preferred shares, of Common stock of ENERGIZER HOLDINGS, INC. thatas these results are more dilutive. The shares have been adjusted for the shareholder(s) is/are entitled to vote at4.7 million share conversion and the Annual Meeting of shareholder(s) to be held at 08:00 AM, Central Time on January 29, 2018, at Energizer World Headquarters 533 Maryville University Drive St. Louis, Missouri 63141, and any adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

Address change/comments:

preferred dividend has been adjusted out.
FY16
FY17
FY18
FY19
FY20
Net Sales (in millions)
$1,634.2
$1,755.7
$1,797.7
$2,494.5
$2,744.8
Reported SG&A as a % of Net Sales
22.1%
20.6%
23.5%
20.7%
17.6%
​Reported SG&A (in millions)
361.4
361.3
421.7
515.7
483.3
Acquisition and integration costs
10.0
4.0
62.9
82.3
38.8
Spin
10.0
​Adjusted SG&A
341.4
357.3
358.8
433.4
444.5
​Adjusted SG&A as a % of Net Sales
20.9%
20.4%
20.0%
17.4%
16.2%
FY16
FY17
FY18
FY19
FY20
Earnings before income taxes (in millions)
$165.7
$273.3
$175.2
$73.1
$67.7
Other items, net
(9.1)
(5.0)
(6.6)
(14.3)
2.0
Interest expense
54.3
53.1
98.4
226.0
195.0
Loss on extinguishment of debt
94.9
Gain on sale of real estate
(16.9)
(4.6)
Restructuring
2.5
Spin Restructuring
5.8
(3.8)
Acquisition and integration costs (in SG&A, COGS and R&D)
18.1
5.1
63.1
142.1
72.1
Spin-Off (in SG&A and COGS)
10.4
Restructuring (in COGS)
2.4
​Adjusted Operating Profit
$250.1
$305.8
$325.5
$426.9
$431.7
A-2  Energizer Holdings, Inc. 2020 Proxy Statement

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side


0000348395_2    R1.0.1.17TABLE OF CONTENTS

FY16
FY17
FY18
FY19
FY20
Net Earnings (in millions)
$127.7
$201.5
$93.5
$64.7
$46.8
Income tax provision
38.0
71.8
81.7
8.4
20.9
Earnings before taxes
$165.7
$273.3
$175.2
$73.1
$67.7
Interest expense
54.3
53.1
98.4
226.0
195.0
Loss on extinguishment of debt
94.9
Depreciation and Amortization
34.3
50.2
45.1
92.8
111.9
​EBITDA
$254.3
$376.6
$318.7
$391.9
$469.5
Restructuring
4.9
Spin-Off Costs
10.4
Spin-Off Restructuring
5.8
(3.8)
Gain on Sale of Real Estate
(16.9)
(4.6)
Acquisition and Integration Costs
10.0
8.4
42.7
122.8
68.0
Settlement loss on Pension Plan Terminations
14.1
3.7
Share-Based Payments
20.4
24.3
28.2
27.1
24.5
​Adjusted EBITDA
$314.0
$388.6
$399.1
$545.5
$562.0
FY 2016
% Chg
FY 2017
% Chg
FY 2018
% Chg
FY 2019
% Chg
FY 2020
% Chg
Net Sales — Prior Year (in millions)
$1,631.6
$1,634.2
$1,755.7
$1,797.7
$2,494.5
Organic
49.8
3.1%
49.9
3.1%
22.5
1.3%
73.4
4.1%
61.4
2.5%
Impact of Battery Acquisition
0%
0%
0%
338.9
18.9%
125.5
5.0%
Impact of Auto Care Acquisition
0%
0%
0%
315.8
17.6%
85.1
3.4%
Impact of Nu Finish Acquisition
0%
0%
2.3
0.1%
5.9
0.3%
0%
Impact of 2016 Auto Care Acquisition
32.3
2.0%
83.1
5.1%
0%
0%
0%
Change in Argentina Operations
(3.5)
-0.2%
2.6
0.2%
(1.9)
-0.1%
(4.5)
-0.3%
1.6
0.1%
Change in Venezuela Operations
(8.5)
-0.5%
0%
0%
0%
0%
International go to market
(14.7)
-0.9%
0%
0%
0%
0%
Impact of Currency
(52.8)
-3.3%
(14.1)
-1.0%
19.1
1.1%
(32.7)
-1.8%
(23.3)
(1.0)%
​Net Sales — Current Year
$1,634.2
0.2%
$1,755.7
7.4%
$1,797.7
2.4%
$2,494.5
38.8%
$2,744.8
10.0%

Energizer Holdings, Inc. 2020 Proxy Statement  A-3