| Executive Financial Planning Program
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 2021, the following reimbursement payments were made: | Mr. LaVigne, $6,000 | | | Mr. Drabik, $1,914 | | | Mr. Hoskins, $6,000 | | | Ms. Drath, $5,760 | |
(iv)
| Legal Fees in connection with Mr. Hoskins’ transition agreement, $3,678. |
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. (5)
| Mr. Hoskins retired as the Company’s Chief Executive Officer effective January 1, 2021. For additional information regarding Mr. Hoskins’ compensation, see “Compensation Discussion and Analysis—Retirement Transition Agreements.” Mr. LaVigne succeeded Mr. Hoskins as CEO on January 1, 2021. |
(6)
| Ms. Drath is an NEO for the first time based on her fiscal 2021 compensation. As a result, compensation information for prior fiscal years is not required to be presented. |
(7)
| Ms. Kim left the Company in July 2021. |
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, 2021: | Equity compensation plans approved by security holders | | | 1,310,673 | | | N/A | | | 7,174,780 | | | Equity compensation plans not approved by security holders | | | None | | | N/A | | | None | | | Total | | | 1,310,673 | | | N/A | | | 7,174,780 | |
(1)
| The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2021, includes 1,310,673 restricted stock equivalents which have been granted under the terms of the cost2015 or Omnibus 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 personal financial advisory services, upsecurities to certain annual maximums. During fiscal 2019, the following reimbursement payments were made: |
| | | Mr. Hoskins, $6,000
| | Mr. Kinder, $12,000
| Mr. LaVigne, $6,000
| | Ms. Boss, $1,596
|
| The Executive Financial Planning Program is administered on a calendar basis. Mr. Kinder received $6,000 reimbursement inbe issued upon issuance would be 1,993,380. As of December 2018 for financial planning services performed in calendar year 2018 and $6,000 reimbursement in June 2019 for financial planning services performed in calendar year 2019, both of which fell during fiscal 2019.
|
| The above list of perquisites does not include any contributions made by our charitable foundation which may have been made at the request of any7, 2021, of the NEOs. The directorsoutstanding stock equivalents granted, approximately 190,000 have vested and converted into outstanding shares 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 ofour common stock. An additional approximately 713,000 restricted stock equivalents have the right to receive cash dividend equivalent payments onbeen granted, including approximately 393,000 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 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.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 5,809,366. |
GRANTS OF PLAN-BASED AWARDS Awards to the NEOs, and to other key executives, were made in fiscal 20192021 under two separate plans or programs: potential cash awards under our annual cash incentive program, dependent upon achievement of performance measures established at the beginning of the fiscal year, as described in more detail in “Annual Incentive Program;” and three-year restricted stock equivalent awards under the terms of our Omnibus Plan, which include a performance component and a time-vesting component, as described in more detail in “Long-Term Incentive Program.” • | | 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 “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 “Long-Term Incentive Program”.
|
| | | 40Energizer Holdings, Inc. 20192021 Proxy Statement
| | 43 |
TABLE OF CONTENTS
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) | | | | | | | | | | | | | | A.R. Hoskins | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | | 11/12/18 | | | | $ | 589,375 | | | | $ | 1,178,750 | | | | $ | 2,357,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | Perf. Award(2) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | 23,934 | | | | | 47,868 | | | | | 95,736 | | | | | — | | | | | — | | | | | — | | | | $ | 2,884,047 | | | | Perf.Awd.:Time Based(3) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 20,515 | | | | | — | | | | | — | | | | $ | 1,236,029 | | M.S. LaVigne | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | | 11/12/18 | | | | $ | 235,209 | | | | $ | 470,419 | | | | $ | 940,838 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | Perf. Award(2) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | 7,669 | | | | | 15,337 | | | | | 30,674 | | | | | — | | | | | — | | | | | — | | | | $ | 924,054 | | | | Perf. Awd:Time Based(3) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 6,573 | | | | | — | | | | | — | | | | $ | 396,023 | | T.W. Gorman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | | 11/12/18 | | | | $ | 208,000 | | | | $ | 416,000 | | | | $ | 832,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | Perf. Award(2) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | 5,810 | | | | | 11,619 | | | | | 23,238 | | | | | — | | | | | — | | | | | — | | | | $ | 700,045 | | | | Perf. Awd:Time Based(3) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 4,980 | | | | | — | | | | | — | | | | $ | 300,045 | | G.T. Kinder | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | | 11/12/18 | | | | $ | 139,011 | | | | $ | 278,021 | | | | $ | 556,042 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | Perf. Award(2) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | 5,083 | | | | | 10,166 | | | | | 20,332 | | | | | — | | | | | — | | | | | — | | | | $ | 612,502 | | | | Perf. Awd:Time Based(3) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 4,357 | | | | | — | | | | | — | | | | $ | 262,509 | | E.K. Boss | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | | 11/12/18 | | | | $ | 136,369 | | | | $ | 272,738 | | | | $ | 545,476 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | Perf. Award(2) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | 3,486 | | | | | 6,971 | | | | | 13,942 | | | | | — | | | | | — | | | | | — | | | | $ | 420,003 | | | | Perf. Awd:Time Based(3) | | | | 11/12/18 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 2,988 | | | | | — | | | | | — | | | | $ | 180,027 | |
| M.S. LaVigne | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $442,421 | | | $884,842 | | | $1,769,684 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 31,352 | | | 62,704 | | | 125,408 | | | — | | | — | | | — | | | $2,695,018 | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 26,873 | | | — | | | — | | | $1,155,002 | | | A.R. Hoskins | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $610,018 | | | $1,220,035 | | | $2,440,070 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 2,969 | | | 5,938 | | | 11,876 | | | — | | | — | | | — | | | $245,002 | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,545 | | | — | | | — | | | $105,007 | | | T.W. Gorman | | | | | ��� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $216,918 | | | $433,836 | | | $867,672 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 9,121 | | | 18,242 | | | 36,484 | | | — | | | — | | | — | | | $784,041 | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,818 | | | — | | | — | | | $336,018 | | | J.J. Drabik | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $110,500 | | | $221,000 | | | $442,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 4,121 | | | 8,242 | | | 16,484 | | | — | | | — | | | — | | | $354,241 | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,532 | | | — | | | — | | | $151,805 | | | S. K. Drath | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $115,298 | | | $230,596 | | | $461,191 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 4,176 | | | 8,352 | | | 16,704 | | | — | | | — | | | — | | | $358,969 | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,580 | | | — | | | — | | | $153,868 | | | H.H. Kim | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bonus: Annl.Perf.(1) | | | 11/16/20 | | | $133,993 | | | $267,985 | | | $535,971 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | Perf. Award(2) | | | 11/16/20 | | | — | | | — | | | — | | | 5,408 | | | 10,815 | | | 21,630 | | | — | | | — | | | — | | | $464,829 | | | Perf. Awd:Time Based(3) | | | 11/16/20 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,635 | | | — | | | — | | | $199,212 | |
(1)
| These amounts represent the estimated possible payouts of annual cash awards for fiscal 20192021 under our annual cash incentive program for each of our NEOs. The actual amounts earned under the annual cash bonus program for fiscal 20192021 are disclosed in the “Summary Compensation Table” above as part of the column entitled “Non-Equity Incentive Plan CompensationCompensation.”. |
(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 adjusted earnings per share and cumulative adjusted free cash flow as a percentage of net sales over the three-year period commencing October 1, 2018,2020, the beginning of our fiscal 2019.2021. See “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)
| 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. |
Ms. Kim’s grants and bonus eligibility were forfeited upon her departure from the Company in July 2021. For further discussion regarding the fiscal year 20192021 grants under our annual incentive program see “ Annual Incentive Program” and for further discussion regarding the timing and procedures for the fiscal year 20192021 grants of performance-based and time-based long-term incentive awards, See “ Long-Term Incentive Program.”
| | |
| | 44 Energizer Holdings, Inc. 20192021 Proxy Statement 41
| |
TABLE OF CONTENTS
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDThe following types of equity awards have been granted to the executive officers and remain unvested as of September 30, 2019.
• | | 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 “Long-Term Incentive Program”. 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 12 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 or Units 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 “Long-Term Incentive Program”.
|
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 or 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 12 months and the officer is age 55 with at least 10 years of service and upon involuntary termination (other than for cause).
The following table and footnotes set forth information regarding outstanding restricted stock equivalent awards, as of September 30, 20192021, for the executive officers. The market valueNEOs. All such awards are in the form of shares that have not vested was determined by multiplying $43.58,restricted stock equivalents or units, the closing market pricevesting of which is, for performance-based awards subject to the Company’s stock on the last trading dayachievement of fiscal 2019, by the numbercumulative financial metrics over a three-year period, and, for time-based awards, generally over a three-year period, subject to acceleration of shares. vesting in certain limited circumstances as contemplated under our equity incentive plans. See “Compensation Discussion and Analysis – Elements of Compensation – Long Term Incentive Program.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock Awards | | | | | | | Name | | Grant Date (1)(2)(3)(4) | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5)(6) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | A.R. Hoskins | | | | 07/08/2015 | | | | | 40,234 | | | | $ | 1,753,398 | | | | | — | | | | | — | | | | | | 11/14/2016 | | | | | 26,415 | | | | $ | 1,151,166 | | | | | 123,268 | | | | $ | 5,372,019 | | | | | | 11/13/2017 | | | | | 27,150 | | | | $ | 1,183,197 | | | | | 63,349 | | | | $ | 2,760,749 | | | | | | 11/12/2018 | | | | | 20,515 | | | | $ | 894,044 | | | | | 47,868 | | | | $ | 2,086,087 | | Total | | | | | 114,314 | | | | $ | 4,981,804 | | | | | 234,485 | | | | $ | 10,218,856 | | M.S. LaVigne | | | | 07/08/2015 | | | | | 16,513 | | | | $ | 719,637 | | | | | — | | | | | — | | | | | | 11/14/2016 | | | | | 8,982 | | | | $ | 391,436 | | | | | 41,914 | | | | $ | 1,826,612 | | | | | | 11/13/2017 | | | | | 8,960 | | | | $ | 390,477 | | | | | 20,905 | | | | $ | 911,040 | | | | | | 11/12/2018 | | | | | 6,573 | | | | $ | 286,451 | | | | | 15,337 | | | | $ | 668,386 | | Total | | | | | | | | | 41,028 | | | | $ | 1,788,001 | | | | | 78,156 | | | | $ | 3,406,038 | | T.W. Gorman | | | | 07/08/2015 | | | | | 2,794 | | | | $ | 121,763 | | | | | — | | | | | — | | | | | | 11/14/2016 | | | | | 1,882 | | | | $ | 82,018 | | | | | 8,782 | | | | $ | 382,720 | | | | | | 11/13/2017 | | | | | 5,770 | | | | $ | 251,457 | | | | | 13,462 | | | | $ | 586,674 | | | | | | 11/12/2018 | | | | | 4,980 | | | | $ | 217,028 | | | | | 11,619 | | | | $ | 506,356 | | Total | | | | | 15,426 | | | | $ | 672,265 | | | | | 33,863 | | | | $ | 1,475,750 | | G.T. Kinder | | | | 07/08/2015 | | | | | 5,588 | | | | $ | 243,525 | | | | | — | | | | $ | — | | | | | | 11/14/2016 | | | | | 6,159 | | | | $ | 268,409 | | | | | 28,742 | | | | $ | 1,252,576 | | | | | | 11/13/2017 | | | | | 5,939 | | | | $ | 258,822 | | | | | 13,858 | | | | $ | 603,932 | | | | | | 11/12/2018 | | | | | 4,357 | | | | $ | 189,878 | | | | | 10,166 | | | | $ | 443,034 | | Total | | | | | | | | | 22,043 | | | | $ | 960,634 | | | | | 52,766 | | | | $ | 2,299,542 | | E.K. Boss | | | | 07/08/2015 | | | | | 5,588 | | | | $ | 243,525 | | | | | — | | | | $ | — | | | | | | 11/14/2016 | | | | | 3,525 | | | | $ | 153,620 | | | | | 16,448 | | | | $ | 716,804 | | | | | | 11/13/2017 | | | | | 4,073 | | | | $ | 177,501 | | | | | 9,503 | | | | $ | 414,141 | | | | | | 11/12/2018 | | | | | 2,988 | | | | $ | 130,217 | | | | | 6,971 | | | | $ | 303,796 | | Total | | | | | 16,174 | | | | $ | 704,863 | | | | | 32,922 | | | | $ | 1,434,741 | |
| M.S. LaVigne | | | 11/12/2018 | | | 6,573 | | | $256,676 | | | 4,448 | | | $173,694 | | | 11/11/2019 | | | 12,321 | | | $481,135 | | | 14,374 | | | $561,305 | | | 11/16/2020 | | | 26,873 | | | $1,049,391 | | | 31,352 | | | $1,224,296 | | | Total | | | | | | 45,767 | | | $1,787,202 | | | 50,174 | | | $1,959,295 | | | A.R. Hoskins | | | 11/12/2018 | | | 20,515 | | | $801,111 | | | 13,882 | | | $542,092 | | | 11/11/2019 | | | 29,538 | | | $1,153,459 | | | 34,461 | | | $1,345,702 | | | 11/16/2020 | | | 2,545 | | | $99,382 | | | 2,969 | | | $115,939 | | | Total | | | | | | 52,598 | | | $2,053,952 | | | 51,312 | | | $2,003,733 | | | T.W. Gorman | | | 11/12/2018 | | | 4,980 | | | $194,469 | | | 3,370 | | | $131,599 | | | 11/11/2019 | | | 6,961 | | | $271,827 | | | 5,640 | | | $220,242 | | | 11/16/2020 | | | 7,818 | | | $305,292 | | | 3,294 | | | $128,631 | | | Total | | | | | | 19,759 | | | $771,588 | | | 12,304 | | | $480,472 | | | J.J. Drabik | | | 11/12/2018 | | | 1,245 | | | $48,617 | | | 843 | | | $32,919 | | | 11/11/2019 | | | 2,785 | | | $108,754 | | | 3,249 | | | $126,873 | | | 11/16/2020 | | | 3,532 | | | $137,925 | | | 4,121 | | | $160,925 | | | Total | | | | | | 7,562 | | | $295,296 | | | 8,213 | | | $320,717 | | | S.K. Drath | | | 11/12/2018 | | | 1,494 | | | $58,341 | | | 1,011 | | | $39,480 | | | 11/11/2019 | | | 2,367 | | | $92,431 | | | 2,762 | | | $107,857 | | | 11/16/2020 | | | 3,580 | | | $139,799 | | | 4,176 | | | $163,073 | | | Total | | | | | | 7,441 | | | $290,571 | | | 7,949 | | | $310,410 | | | H.H. Kim(11) | | | | | | — | | | — | | | — | | | — | | | Total | | | | | | — | | | — | | | — | | | — | |
(1)
| | | 42 Energizer Holdings, Inc. 2019 Proxy Statement
| | Restricted stock equivalents granted on 11/12/2018 vested on 11/12/2021. |
STOCK VESTED TABLE
(2)
| | | | | | | | | | | | | | | | | | | Restricted stock equivalents granted on 11/11/2019 vest on 11/11/2022. |
| | | | | | | | | | | | | | | | | | Stock Awards | | | | Name | | Number of Shares Acquired on Vesting (1) | | Value Realized on Vesting ($) | | | | A. R. Hoskins | | | | 69,159 | | | | $ | 3,065,193 | | | | | M.S. LaVigne | | | | 27,058 | | | | $ | 1,191,747 | | | | | T. W. Gorman | | | | 5,606 | | | | $ | 253,002 | | | | | G. T. Kinder | | | | 12,819 | | | | $ | 586,306 | | | | | E. K. Boss | | | | 9,606 | | | | $ | 425,752 | |
(3)
| (1)Restricted stock equivalents granted on 11/16/2020 vest on 11/16/2023. |
(4)
| In fiscal 2019, 20%Performance-based restricted stock equivalent awards each vest on the date the Human Capital Committee certifies the results of the time-basedthird fiscal year of the performance period for the respective award.
|
(5)
| Pursuant to Mr. Hoskins’ Retirement Transition Agreement, his 2019, 2020 and 2021 Time-Based Restricted Stock awards continue to vest and become payable pursuant to the terms of the applicable award agreement as though he remained employed by Energizer until the applicable vesting dates. |
(6)
| Pursuant to Mr. Gorman’s Retirement Transition Agreement, his awards under the fiscal year 2020 and 2021 Time-Based Restricted Stock Equivalent Award Agreements shall continue to vest and become payable pursuant to the terms of the applicable award agreement as though he remained employed by Energizer until the applicable vesting date. |
(7)
| The market value of awards that have not vested was determined by multiplying $39.05, the closing market price per share of the Company’s stock on September 30, 2021, by the number of restricted stock equivalents. |
(8)
| Performance-based restricted stock equivalent awards granted on 11/12/2018 vested on November 12, 2021, the date the Human Capital Committee certified the results of fiscal 2021, the last period of the performance period for such awards, at 29%. Performance-based restricted stock equivalent awards granted 11/11/2019 and 11/16/2020 reflect the number of share equivalents calculated based on achieving performance goals at the threshold level. |
(9)
| Pursuant to Mr. Hoskins’ Retirement Transition Agreement, his 2019, 2020 and 2021 Performance-Based Restricted Stock awards continue to vest and become payable pursuant to the terms of the applicable award agreement as though he remained employed by Energizer until the applicable vesting date. |
(10)
| Pursuant to Mr. Gorman’s Retirement Transition Agreement, he is to receive a pro rata portion of his fiscal year 2020 and 2021 performance-based restricted stock equivalent awards calculated by multiplying the total number of performance restricted stock equivalents granted under the applicable award agreement by a fraction, the numerator of which is the total number of completed months Colleague is employed during the performance period and the denominator of which is 36. The Performance Pro-Rata Portion shall be paid pursuant to eachthe terms and conditions of the officers atapplicable award agreement. |
(11)
| Ms. Kim forfeited all unvested equity awards upon her departure from the timeCompany. |
| Energizer Holdings, Inc. 2021 Proxy Statement 45 |
TABLE OF CONTENTS STOCK VESTED TABLE | M.S. LaVigne | | | 36,764 | | | $1,573,218 | | | A.R. Hoskins | | | 111,405 | | | $4,767,281 | | | T. W. Gorman | | | 23,675 | | | $1,013,109 | | | J.J. Drabik | | | 6,964 | | | $298,006 | | | S.K. Drath | | | 8,775 | | | $375,502 | | | H.H. Kim | | | 764 | | | $31,721 | |
(1)
| On November 16, 2020, 133% of ourSpin-Off from our former parent companythe performance-based restricted stock equivalent awards granted in fiscal 2018 vested in accordance with the terms of the awards. award agreements. The number of equivalents that vested for each executive officer at a market price of $42.98 is as follows: Mr. LaVigne, 27,804, Mr. Hoskins, 84,255; Mr. Gorman, 17,905; Mr. Drabik, 5,267; and Ms. Drath, 6,636. |
(2)
| On November 16, 2018,13, 2020, 100% of the time-based restricted stock equivalent awards granted in fiscal 20162018 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 $42.21 is as follows: Mr. LaVigne, 8,960, Mr. Hoskins, 27,150; Mr. Gorman, 5,770; Mr. Drabik, 1,697; and Ms. Drath, 2,139. |
(3)
| On June 25, 2021, 25% of the time-based restricted stock equivalent award granted on June 25, 2018 to Ms. Kim vested. A total of 504 equivalents vested at a market price of $42.20. |
(4)
| On November 12, 2020, 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 $40.20. |
46 Energizer Holdings, Inc. 2021 Proxy Statement | |
TABLE OF CONTENTS PENSION BENEFITS TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Plan Name (1) | | Number of Years Credited Service (#) (2) | | | Present Value of Accumulated Benefit ($) (3) | | | Payments During Last Fiscal Year ($) | | | | | | | A.R. Hoskins | | Energizer Retirement Plan | | | 31 | | | $ | 1,118,258 | | | $ | 0 | | | | | | | | | Supplemental Executive Retirement Plan | | | 30 | | | $ | 1,326,311 | | | $ | 0 | | | | | | | M.S. LaVigne | | Energizer Retirement Plan | | | 4 | | | $ | 85,984 | | | $ | 0 | | | | | | | | | Supplemental Executive Retirement Plan | | | 4 | | | $ | 84,192 | | | $ | 0 | | | | | | | G.T. Kinder | | Energizer Retirement Plan | | | 0.5 | | | $ | 28,351 | | | $ | 0 | | | | | | | | | Supplemental Executive Retirement Plan | | | 0.5 | | | $ | 6,311 | | | $ | 0 | | | | | | | E.K. Boss | | Energizer Retirement Plan | | | 0.25 | | | $ | 5,864 | | | $ | 0 | |
| M.S. LaVigne | | | Energizer Retirement Plan | | | 4 | | | $88,952 | | | $0 | | | Supplemental Executive Retirement Plan | | | 4 | | | $87,099 | | | $0 | | | A.R. Hoskins | | | Energizer Retirement Plan | | | 31 | | | $1,161,638 | | | $0 | | | Supplemental Executive Retirement Plan | | | 30 | | | $1,372,091 | | | $0 | | | T.W. Gorman | | | Energizer Retirement Plan | | | — | | | $0 | | | $0 | | | Supplemental Executive Retirement Plan | | | — | | | $0 | | | $0 | | | J.J. Drabik | | | Energizer Retirement Plan | | | 12 | | | $218,411 | | | $0 | | | Supplemental Executive Retirement Plan | | | 4 | | | $6,516 | | | $0 | | | S.K. Drath | | | Energizer Retirement Plan | | | 22 | | | $547,995 | | | $0 | | | Supplemental Executive Retirement Plan | | | 4 | | | $17,447 | | | $0 | | | H.H. Kim | | | Energizer Retirement Plan | | | — | | | $0 | | | $0 | | | Supplemental Executive Retirement Plan | | | — | | | $0 | | | $0 | |
(1)
| The Energizer Retirement Plan is frozen. It includes several benefit formulas applicable at different periods, as explained in the detailed narrative.“Compensation Discussion and Analysis”. 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’, Mr. Drabik’s and Ms. Drath’s benefit valuevalues 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. |
(2)
| The number of years of credited service shown for each executive reflects years of actual service prior to the pension plan being frozen, which are less than each executive’s actual years of service with the Company. For Mr. Hoskins 1514 of the years shown were with Edgewell, our former parent company, and the remainder were with Ralston Purina Company, Edgewell’s former parent. Mr. Hoskins’ service in the Supplemental Executive Retirement Plan is less than his years under the Energizer Retirement Plan due to aone-time action by the Human Capital Committee in February of 2009. In order to reduce cash outlays and bolster the Company’s compliance with its debt covenants, 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. |
(3)
| Mr. LaVigne’s and Mr. Drabik’s years of service credited in the Energizer Retirement Plan were with Edgewell, our former parent company. |
(4)
| For Ms. Drath, 14 years of service shown were with Edgewell, our former parent company, and the remainder were with Ralston Purina Company, Edgewell’s former parent. |
(5)
| 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 the30-year Treasury rate reset annually. The value is available on termination without reduction. Assumptions used in the valuations are set forth in “Note 11,14, Pension Plans” of the Notes to Consolidated Financial Statements of our Annual Report on Form10-K for year ended September 30, 2019.2021. |
| | |
| | Energizer Holdings, Inc. 20192021 Proxy Statement 4347
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TABLE OF CONTENTS
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 | | $259,403 | | $0 | | $5,030,491 | | | | | | | | | | Exec. S.I.P. | | $152,150 | | $135,227 | | $ 16,331 | | $0 | | $2,136,821 | | | | | | | | | | Total | | $152,150 | | $135,227 | | $275,734 | | $0 | | $7,167,312 | | | | | | | | M.S. LaVigne | | Def’d Comp. Plan | | $ 0 | | $ 0 | | $ 30,501 | | $0 | | $ 591,495 | | | | | | | | | | Exec. S.I.P. | | $ 71,494 | | $ 54,694 | | $(21,979) | | $0 | | $1,552,783 | | | | | | | | | | Total | | $ 71,494 | | $ 54,694 | | $ 8,522 | | $0 | | $2,144,278 | | | | | | | | T.W. Gorman | | Def’d Comp. Plan | | $ 0 | | $ 0 | | $ 0 | | $0 | | $ 0 | | | | | | | | | | Exec. S.I.P. | | $ 64,203 | | $ 60,287 | | $ 3,735 | | $0 | | $ 387,530 | | | | | | | | | | Total | | $ 64,203 | | $ 60,287 | | $ 3,735 | | $0 | | $ 387,530 | | | | | | | | G.T. Kinder | | Def’d Comp. Plan | | $ 0 | | $ 0 | | $ 0 | | $0 | | $ 0 | | | | | | | | | | Exec. S.I.P. | | $ 49,204 | | $ 32,342 | | $ 21,268 | | $0 | | $ 452,500 | | | | | | | | | | Total | | $ 49,204 | | $ 32,342 | | $ 21,268 | | $0 | | $ 452,500 | | | | | | | | E.K. Boss | | Def’d Comp. Plan | | $ 0 | | $ 0 | | $ 0 | | $0 | | $ 0 | | | | | | | | | | Exec. S.I.P. | | $ 48,253 | | $ 31,453 | | $ 7,621 | | $0 | | $ 441,669 | | | | | | | | | | Total | | $ 48,253 | | $ 31,453 | | $ 7,621 | | $0 | | $ 441,669 |
| M.S. LaVigne | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $19,990 | | | $0 | | | $635,486 | | | Exec. S.I.P. | | | $85,424 | | | $57,481 | | | $623,280 | | | $0 | | | $2,664,662 | | | | | | Total | | | $85,424 | | | $57,481 | | | $643,270 | | | $0 | | | $3,300,148 | | | A.R. Hoskins | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $170,006 | | | $0 | | | $5,404,613 | | | Exec. S.I.P. | | | $136,501 | | | $119,401 | | | $750,772 | | | $0 | | | $3,603,520 | | | Total | | | $136,501 | | | $119,401 | | | $920,778 | | | $0 | | | $9,008,133 | | | T.W. Gorman | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | Exec. S.I.P. | | | $60,611 | | | $43,511 | | | $150,247 | | | $0 | | | $763,243 | | | Total | | | $60,611 | | | $43,511 | | | $150,247 | | | $0 | | | $763,243 | | | J.J. Drabik | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | Exec. S.I.P. | | | $34,236 | | | $15,606 | | | $60,599 | | | $0 | | | $449,915 | | | Total | | | $34,236 | | | $15,606 | | | $60,599 | | | $0 | | | $449,915 | | | S.K. Drath | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $18,848 | | | $0 | | | $599,202 | | | Exec. S.I.P. | | | $35,238 | | | $17,618 | | | $64,655 | | | $0 | | | $509,807 | | | Total | | | $35,238 | | | $17,618 | | | $83,503 | | | $0 | | | $1,109,009 | | | H.H. Kim | | | Def’d Comp. Plan | | | $0 | | | $0 | | | $0 | | | $0 | | | $0 | | | Exec. S.I.P. | | | $36,815 | | | $21,988 | | | $6,532 | | | $0 | | | $84,604 | | | Total | | | $36,815 | | | $21,988 | | | $6,532 | | | $0 | | | $84,604 | |
(1)
| The officer contributions to our executive savings investment plan during fiscal 20192021 consist of deferrals of salary earned with respect to fiscal 2019. 2021. |
(2)
| Contributions and accruals to our executive savings investment plan consist of Company 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”. |
(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 20192021 ranging from-8.01% -.91% to 10.45%50.55%; 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 5.0% – 5.5%was 3.25%. |
(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 20192021 Annual Shareholders’ Meeting: |
–
| – | Mr. LaVigne: $198,670 $ 307,292 |
–
| – | Mr. Gorman: $21,302 Hoskins: $ 696,030 |
–
| – | Mr. Kinder: $97,756 Gorman: $ 164,287 |
–
| – | Ms. Boss: $107,781 Mr. Drabik: $ 13,707 |
We have adopted several plans or arrangements that provide for the deferral of compensation on a basis that is not tax-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 incentive 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 2019,2021, the rate credited under this fund ranged from 5.0% to 5.5%was 3.25%. Balances in the plan are vested and may be paid out in a lump sum in cash six months following termination, or infive-or10-year five-or 10-year increments commencing the year following termination of employment, as previously elected by the participant. | | | 44 Energizer Holdings, Inc. 2019 Proxy Statement
| |
|
Executive Savings Investment Plan — Under the terms of our executive savings investment plan, our excess 401(k) plan, amounts that would be contributed, either by an executive or by us on the executive’s behalf, to the 401(k) plan but for limitations imposed by the IRC, are credited to thenon-qualified executive savings investment plan. Under that plan,
48 Energizer Holdings, Inc. 2021 Proxy Statement | |
TABLE OF CONTENTS 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 investment401(k) plan. Deferrals and vested Company 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 10 annual installments, following retirement or other termination of employment, as previously elected by the participant.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL We have not entered into general employment agreements with any of our NEOs.NEOs, and the only agreements that we have entered into with our NEOs are the Retirement Transition Agreements with Mr. Hoskins and Mr. Gorman. 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 NEOs 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, our equity awards under our 2015 Planplans 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 of control. Because the value of awards and incremental compensation depend on several factors, actual amounts can be determined only at the time of the event. 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, 2019,2021, the last day of our fiscal year; the closing price of our common stock on the last trading day of the fiscal year was $43.58;$39.05; and each of the executive officers was terminateda termination 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 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. For amounts accrued under retirement plans, see “Pension Benefits Table”. The information 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 PlanOn July 1, 2015, we adopted an
Our executive severance plan which provides benefits to our senior executives, including each of the continuing 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 andMr. LaVigne and one time for Mr. KinderDrabik and Ms. Boss; Drath;For Messrs. Hoskins, Gormanthe Chief Executive Officer and LaVigne,the Chief Financial Officer, 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 had remained employed, based on actual Company performance;performance. Other NEOs are not entitled to a pro rata bonus under the executive severance plan; and outplacementOutplacement services for up to 12 months for each of the NEOs.
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 and non-competition obligations as set forth in the release. In addition, no benefits will be paid to the extent duplicative of benefits under a change of control or similar agreement with the Company. | | |
| | Energizer Holdings, Inc. 2019 Proxy Statement 45
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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”, | Energizer Holdings, Inc. 2021 Proxy Statement 49 |
then the following payments will be made in accordance with the Executive Severance Plan: | | | | | | | | | Name | | Severance
| | | | | |
| | A.R. Hoskins | 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. | | M.S. LaVigne | J.J. Drabik | | 2x Base Salary | | | | | | T.W. Gorman
| | | 2x Base Salary
| | | | Up to 12 | | | | months | | G.T. Kinder
| | | 1x Base Salary | | | | | | | NoPro-Rata Bonus Payment | | E.K. Boss | S.K. Drath | | | 1x Base Salary | | | | | |
Mr. Hoskins and Mr. Gorman are not eligible for a payment under the Executive Severance Plan pursuant to the terms of the Hoskins Retirement Agreement and Gorman 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). Ms. Kim received no payments or benefits in connection with her voluntary termination in July 2021. Assuming the qualifying termination was as of September 30, 20192021, each of our other executive officers would have received the following payments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Lump Sum Severance Payment | | | Outplacement Services | | | Pro- Rata Bonus Payment | | | Total | | A.R. Hoskins | | $ | 2,060,000 | | | $ | 40,000 | | | $ | 1,510,837 | | | $ | 3,610,837 | | M.S. LaVigne | | $ | 1,181,784 | | | $ | 40,000 | | | $ | 603,545 | | | $ | 1,825,329 | | T.W. Gorman | | $ | 1,123,200 | | | $ | 40,000 | | | $ | 515,385 | | | $ | 1,678,585 | | G.T. Kinder | | $ | 465,629 | | | $ | 40,000 | | | | — | | | $ | 505,629 | | E.K. Boss | | $ | 340,642 | | | $ | 40,000 | | | | — | | | $ | 380,642 | |
| M.S. LaVigne | | | $1,850,000 | | | $40,000 | | | $925,000 | | | $2,815,000 | | | J.J. Drabik | | | $374,000 | | | $40,000 | | | $— | | | $414,000 | | | S.K. Drath | | | $386,250 | | | $40,000 | | | $— | | | $426,250 | |
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 fivefive- or 1010- year period, commencing six months from the date of termination as previously elected by the participant. | | | 46 Energizer Holdings, Inc. 2019 Proxy Statement
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See “Retirement Transition Agreements” above for additional information regarding Mr. Hoskins and Mr. Gorman. 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 | | Termination (Other
| | | | | |
Permanent
| | |
Retirement
After Age 55 with
| | Five-year restricted stock awards granted 7/8/15 | | | Pro Rata Vesting
| | | | Accelerated
| | | | Accelerated
| | | | Pro Rata Vesting
| | Three-year restricted stock awards granted 11/ 14/16,13/18, 11/ 13/1711/19 and 11/ 12/201816/20 | | | | | | Accelerated | Accelerated | | Accelerated | | Accelerated | | | | | | | Three-year performance awards granted 11/ 14/16,13/18, 11/ 13/1711/19 and 11/ 12/201816/20 | | | | | | Accelerated | Accelerated | | | | | | | | | |
50 Energizer Holdings, Inc. 2021 Proxy Statement | |
TABLE OF CONTENTS The value of awards which would be accelerated for our NEOs upon death, disability, involuntary termination or retirement other than upon or following a change of control as of September 30, 20192021, is shown in the following chart. Stock market changes since September 30, 20192021, are not reflected in these valuations. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | $ | 10,405,215 | | | $ | 7,919,677 | | | $ | 485,725 | | | $ | 4,349,967 | | M.S. LaVigne | | $ | 3,573,054 | | | $ | 2,767,129 | | | $ | 199,353 | | | $ | 0 | | T.W. Gorman | | $ | 1,850,282 | | | $ | 1,277,100 | | | $ | 33,731 | | | $ | 0 | | G.T. Kinder | | $ | 2,119,388 | | | $ | 1,585,157 | | | $ | 67,461 | | | $ | 0 | | E.K. Boss | | $ | 1,505,315 | | | $ | 1,138,976 | | | $ | 67,461 | | | $ | 0 | |
| M.S. LaVigne | | | $5,588,123 | | | $3,372,057 | | | $ 0 | | | $ 0 | | | J.J. Drabik | | | $911,742 | | | $576,638 | | | $0 | | | $0 | | | S.K. Drath | | | $871,023 | | | $548,545 | | | $0 | | | $0 | |
*
| 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 $43.58,$39.05, the closing market price of the Company’s stock on September 30, 2019.2021. 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. |
Change of Control of the Company Our change of control employment agreements with each of the continuing NEOs have terms of two or three years from July 1, 2015,are subject to certain automatic renewal provisions. For Messrs. Hoskins andMr. LaVigne, the term is three years. For Messrs. GormanThe term of agreement with Mr. Hoskins, which terminated as of September 30, 2021, in connection with his retirement as a Company employee, was also three years. The term of the agreement with Mr. Drabik that was effective during fiscal 2021 was one year; in connection with his promotion to Executive Vice President and Kinder and for Ms. Boss,Chief Financial Officer, effective October 1, the term of his agreement was increased to two years. The term of the agreement with Ms. Drath is two years. The term of Mr. Gorman’s agreement was two years; however, the agreement was terminated in connection with his retirement transition agreement. The agreement provides that the executive officer will receive severance compensation in the event of certain termination events including termination by the company without cause or by the executive for good reason within specified periods following a change of 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, a person beneficially owning more than 20% of the total voting power of the Company, or an unapproved change in the majority of the Board. | | |
| | Energizer Holdings, Inc. 2019 Proxy Statement 47
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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 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 targetseverance 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. Gorman, KinderMs. Drath and Ms. Boss; one time in the case of Mr. Drabik (increased to two times beginning October 1, 2021); anda 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 normal retirement, or | Energizer Holdings, Inc. 2021 Proxy Statement 51 |
TABLE OF CONTENTS is for cause. Under the agreements, in the event that it is determined that a “golden parachute” excise tax is due under the Internal Revenue Code, we will reduce 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 the after-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”. 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: | | | Award | | Vesting | Five-year
Three-year time-based awards granted 7/8/1511/12/18, 11/11/19 and 11/16/20 | | | 100% vest upon change of control | | | Three-year time-based performance awards granted 11/14/16, 12/18, 11/13/1711/19 and 11/12/1816/20 | | 100% vest upon change of control | Three-year performance
awards granted 11/14/16,
11/13/17 and 11/12/18 | | 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. | | | 48 Energizer Holdings, Inc. 2019 Proxy Statement
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Estimated Payments and Benefits If a change of control had occurred on September 30, 20192021, and an executive officer’s employment was not terminated, our executive officers would have received the following pro rata annual bonus amounts: Mr. Hoskins $1,510,837,$1,220,035, Mr. LaVigne $603,545,$925,000, Mr. Gorman $515,385, Mr. Kinder $356,699,Drabik $244,400 and Ms. Boss $349,646.Drath $231,750. Based on the assumptions set out above, the following chart sets forth estimated payments to our NEOs upon termination by the Company without cause or by the executive for good reason following a change of control or upon death or disability after a change of control. The value of accelerated restricted stock equivalents and performance awards reflects a stock price of $43.58$39.05 (the closing price of our common stock on the last trading day of fiscal 2019)September 30, 2021). Stock market declines and vesting and forfeitures of unvested restricted stock equivalents since September 30, 20192021, 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 | | Accelerated Vesting of Restricted Stock Equivalent Awards | | Benefits (1) | | Excise Tax Reduction | | Total | A.R. Hoskins | | | $ | 9,237,959 | | | | $ | 0 | | | | $ | 10,405,215 | | | | $ | 30,947 | | | | $ | 0 | | | | $ | 19,674,121 | | M.S. LaVigne | | | $ | 4,338,365 | | | | $ | 0 | | | | $ | 3,573,054 | | | | $ | 28,530 | | | | $ | 0 | | | | $ | 7,939,949 | | T.W. Gorman | | | $ | 2,591,615 | | | | $ | 0 | | | | $ | 1,850,282 | | | | $ | 29,459 | | | | $ | -938,020 | (2) | | | $ | 3,533,336 | | G.T. Kinder | | | $ | 2,077,168 | | | | $ | 0 | | | | $ | 2,119,388 | | | | $ | 30,230 | | | | $ | 0 | | | | $ | 4,226,786 | | E.K. Boss | | | $ | 2,001,111 | | | | $ | 0 | | | | $ | 1,505,315 | | | | $ | 19,494 | | | | $ | 0 | | | | $ | 3,525,920 | |
In connection with his promotion, Mr. Drabik’s benefits were increased as of October 1, 2021; the table below reflects payments under his Change on Control Agreement that was effective on September 30, 2021. Mr. Gorman’s Change of Control Agreement was terminated in July 2021 and therefore he was not entitled to any benefits if a Change of Control occurred on September 30, 2021. | M.S. LaVigne | | | $5,770,079 | | | $0 | | | $5,588,123 | | | $34,339 | | | $ — | | | $11,392,541 | | | A.R. Hoskins | | | $7,959,723 | | | $0 | | | $5,297,572 | | | $38,166 | | | $— | | | $13,295,461 | | | J.J. Drabik | | | $630,971 | | | $0 | | | $911,742 | | | $18,143 | | | $— | | | $1,560,856 | | | S.K. Drath | | | $1,301,111 | | | $0 | | | $871,022 | | | $12,354 | | | $— | | | $2,184,487 | |
(1)
| Amounts in this column include health insurance, dental insurance and life insurance. |
PAYMENTS PURSUANT TO RETIREMENT TRANSITION AGREEMENTS Set forth below are the amounts Mr. Hoskins is entitled to pursuant to the Hoskins Retirement Agreement in connection with his retirement as an employee on September 30, 2021. The amounts set forth below include the target number of shares for performance restricted stock equivalent awards that have not completed their performance period. The actual amount due will be determined following the completion of the applicable performance period. (2)52 Energizer Holdings, Inc. 2021 Proxy Statement | Under Internal Revenue Code Section 280G, executive officers will incur an 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, 2019, it has been estimated that Mr. Gorman would be better off receiving the reduced payout. The other named executive officers are better off receiving the full payment and paying the excise tax.
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TABLE OF CONTENTS Set forth below are the amounts Mr. Gorman is entitled to pursuant to the Gorman Retirement Agreement assuming he was terminated by the Company other than for cause, as defined above, on September 30, 2021. The amount set forth with respect to the transition bonus is at the target level of performance and the actual amount, if any, would be determined following fiscal 2022. The amounts set forth below include a pro-rata amount for his outstanding restricted stock equivalent awards and are based upon the target number of shares for performance restricted stock equivalent awards that have not completed their performance period. The actual amount due will be determined following the completion of the applicable performance period. If Mr. Gorman voluntarily terminates his employment with the Company or is terminated for cause prior to December 31, 2021, Mr. Gorman is not entitled to any payments or benefits pursuant to the Gorman Retirement Agreement. | A.R. Hoskins | | | $— | | | $1,572,625 | | | $— | | | $5,297,573 | | | $6,870,198 | | | T.W. Gorman | | | $144,612 | | | $108,459 | | | $559,215 | | | $1,451,375 | | | $2,263,661 | |
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
The Company’s total colleague using datapopulation other than the CEO as of September 30, 2019, by examining individuals2021, whether employed by us as of that date,on a full-time or part-time basis, was considered in determining our median employee. No employees were excluded under the de minimis or any other exemption. We examined 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 permitted bycolleagues for the SEC rules, we are excluding from our CEO pay ratio approximately 3,500fiscal year. Compensation for permanent colleagues was annualized (e.g. for colleagues who were hired during the year but did not work for the Company the entire year.)
As previously employed by the global auto care and global battery and lights businesses of Spectrum Brands Holdings, Inc. which we acquired during fiscal 2019. Additionally, of the remaining 4,000 colleagues, under the de minimis exception to the Dodd- Frank Act reporting rules, we excluded 128 colleagues based in Malaysia and 61 colleagues based in the Philippines, which represented approximately 4.78% ofdisclosed, Mr. LaVigne was appointed as the Company’s total colleague population (exclusive of the colleagues who were previously employed by Spectrum Brands Holdings, Inc.)Chief Executive Officer, effective January 1, 2021, and his compensation was adjusted as of September 30, 2019. Therefore, an aggregate populationDecember 1, 2020. For purposes of approximately 3,800 colleagues, whether employedcalculating the pay ratio, the compensation amount for Mr. LaVigne reflects his annualized base salary for serving as Chief Executive Officer of $925,000 for the entire fiscal year and the bonus amount based on a full-time or part-time basis, was considered in determining our median employee.that base salary level. All other amounts for Mr. LaVigne have not been adjusted. We estimate that the compensation of our Chief Executive Officer in fiscal 20192021 was approximately 192125 times the median of the annual total compensation of all of our other colleagues. | | |
| | Energizer Holdings, Inc. 2019 Proxy Statement 49
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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 pay ratio reported above. | | | | | | | | | | | CEO to Median Colleague Pay Ratio | | | | CEO | | | Median Employee | | Annual Total Compensation | | | $6,814,918 | | | | $35,464 | |
| Annual Total Compensation | | | $6,050,791 | | | $48,440 | |
| | | 50Energizer Holdings, Inc. 2019 Proxy Statement
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You are being asked to approve the Energizer Holdings, Inc. Omnibus Incentive Plan (“Plan”) at the Annual Shareholders’ Meeting to be held on January 27, 2020. The Plan replaces and supersedes the 2015 Energizer Holdings, Inc. Equity Incentive Plan (“2015 Plan”). A copy of the Plan is attached asAppendix B hereto. Upon approval of the Plan, no new awards will be granted under the 2015 Plan, though the terms of the 2015 Plan will continue to govern all awards granted under that plan. Shares of our stock that are subject to outstanding awards under the 2015 Plan that expire, are forfeited or otherwise terminate unexercised may be subject to new awards under the Plan. Likewise, shares of stock that were available for grant under the 2015 Plan’s share reserve as of November 29, 2019 will be added to this Plan’s share reserve and may be subject to new awards under the Plan.
The Board unanimously recommends the shareholders approve the Plan Proposal. The Plan is designed to provide a means by which the Company may attract and retain key individuals and to provide a means by which such individuals can acquire ownership in our Company and earn incentive compensation.
| | | | | PROPOSAL
4
| | Approval of the Omnibus Incentive Plan
✓ The Board recommends a voteFOR this proposal.
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Share Reservation
The following table summarizes the number of shares that would be authorized after November 29, 2019 if this Proposal is approved.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding RSUs & PSUs (at maximum payout) as of September 30, 2019(1) | | RSUs and PSUs (at maximum payout) granted in November 2019)(2) | | RSUs and PSUs vested in November 2019 | | RSUs & PSUs Forfeited | | RSUs and PSUs (at maximum payout) outstanding as of November 29, 2019(3) | | Shares Available for new grants as of November 29, 2019(4) | | Additional Shares requested under this proposal | | Total Shares Authorized for issuance after November 29, 2019 (if Proposal approved) | 1,863,214 | | 828,230 | | 573,653 | | 1,140 | | 2,116,651 | | 300,808 | | 6,500,000 | | 6,800,808 |
(1) | Assumes PSUs outstanding as of November 29, 2019 vest at maximum payout level.
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(2) | This is the additional number of shares that would be issued if PSUs outstanding as of November 29, 2019 converted at 200% of the target amount upon vesting.
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(3) | There are no outstanding options under the 2015 Plan.
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(4) | PSUs and RSUs granted go against the reserve at a 2:1 ratio.
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The closing price of our stock as reported by the New York Stock Exchange on November 29, 2019 was $49.89 per share and a total of 69,241,715 shares of our common stock were outstanding.
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| | Energizer Holdings, Inc. 2019 Proxy Statement 51
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Key Features of the Omnibus Incentive Plan
The Plan allows us to grant a variety of types of awards, including: options, stock appreciation rights (“SARs”), restricted stock and restricted stock units (time-based or performance-based), other stock awards and cash-based awards.
The Plan provides for administration by our Human Capital Committee, though our Board exercises discretion with respect to awards granted to directors.
Except for director awards, the Plan has a minimum vesting period of not less than one year, though the Human Capital Committee may grant awards of up to 5% of the shares authorized under the Plan with a shorter vesting or exercise period.
The Plan does not contain a “liberal” change of control definition.
Awards vest upon a change of control and involuntary termination (double-trigger) or if a buyer of our business does not assume outstanding awards.
Awards are subject to our general clawback policy and our anti-hedging and anti-pledging policy (the Plan makes reference to these policies).
The Plan places caps on annual amounts granted with respect to options, SARs, performance-based and time-based awards, cash bonus awards andnon-employee director grants.
The Plan restricts the recycling of shares under options and SARs.
Dividends or dividend equivalents are not payable with respect to options and SARs, and dividends or dividend equivalents may not be paid on unearned shares of restricted stock or restricted stock equivalent awards.
Awards other than options and SARs are counted against the share reserve in a2-to-1 ratio.
The Plan prohibits the repricing of any options, SARs or other stock-based award absent shareholder approval.
The Plan has flexible share usage provisions.
GRANT PRACTICES
The Company has a history of granting restricted stock units (also known as restricted stock equivalents) to our executives and ournon-management directors. Restricted stock units (“RSUs”), as full-value awards, are less dilutive to shareholders than stock options or SARs as the Company may grant fewer of such awards to achieve the intended economic effect. Awards granted to our executives generally condition vesting of the majority of the award on the achievement of Company performance targets over three years, and continued employment with the Company over the same period as a condition to vesting of the remainder of theaward. Non-management directors receive annual grants which generally vest after one year. We do not anticipate making any material changes in our grant practices.
Our gross average share usage rate, sometimes referred to as burn rate, over the three years ended September 30, 2019 (calculated as equity-based awards granted under our equity compensation plan for the relevant year, divided by average basic common shares outstanding for that year) is approximately 1.1%. Based on the gross average share usage rate of 1.1%, the 6,500,000 shares available for future grants under the Plan should enable us to continue to grant equity as a portion of employee compensation for the next four to five years. The following data, as disclosed in our Annual Reports on Form10-K for fiscal years 2017-2019, was used for the burn rate calculation for the last three years:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fiscal Year | | Options Granted | | Full-Value Shares Granted | | Weighted-Average Number of Common Shares Outstanding, Basic | | Share-Based Burn Rate | 2019 | | | | — | | | | | 500,000 | | | | | 66,400,000 | | | | | 0.75 | % | 2018 | | | | — | | | | | 900,000 | * | | | | 59,800,000 | | | | | 1.51 | % | 2017 | | | | — | | | | | 700,000 | | | | | 61,700,000 | | | | | 1.13 | % |
* | 2018 includes approximately 200,000 shares granted in connection with an unfunded deferred compensation plan that was modified to be paid out in shares rather than cash.
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| | | 52 Energizer Holdings, Inc. 2019 Proxy Statement
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The potential dilution resulting from issuing all of the 6,500,000 shares authorized under the Plan, combined with (i) shares subject to outstanding awards under the 2015 Plan and (ii) shares that were available for future grants under the 2015 Plan which will be rolled into the Plan’s share reserve would be 11.5% on a fully-diluted basis as of November 29, 2019. No additional awards will be made under the 2015 Plan upon approval of the Plan by shareholders.
FORECASTED SHARE USAGE
Awards under the Plan are determined by the Human Capital Committee, with respect to executive awards, and by our Board with respect to director grants, in its discretion. It is therefore not possible to predict the awards that will be made to particular officers, employees or directors in the future under the Plan. Pursuant to our current director compensation program, ournon-management directors are awarded RSUs representing $145,000 per year.
SUMMARY OF THE OMNIBUS INCENTIVE PLAN
We adopted the Plan on November 11, 2019, subject to and effective upon the approval of our shareholders. The following is a summary of the material aspects of the Plan. This summary is subject to the more complete description of the terms and conditions of the Plan contained in the full text of the plan document, which is attached hereto asAppendix B.
Purpose
The purpose of the Plan is to provide a means through which we and our affiliates may attract capable persons to enter and remain in our employ and to provide a means whereby our employees, directors, advisors and consultants can acquire and maintain ownership of our common stock, thereby strengthening their commitment to our welfare, the welfare of our affiliates and promoting a common interest between shareholders and these individuals. The Plan is an omnibus document authorizing the establishment ofsub-plans which enables us to offer awards to our employees innon-U.S. jurisdictions, subject to compliance with local laws applicable to the offering of awards to such employees.
Administration
The Plan is generally administered by our Human Capital Committee. It is required that the directors appointed to serve on the committee be “independent directors,” as determined under the NYSE rules, as well as“Non-Employee Directors,” within the meaning of Rule16b-3 under the Exchange Act. Subject to the terms of the Plan, the Human Capital Committee has the authority to grant awards, to determine the number of shares of our common stock for which each award may be granted and to determine any terms and conditions pertaining to the exercise, vesting or forfeiture of each award. The Human Capital Committee has the power, in its sole discretion, to accelerate the exercisability or vesting of any award and to remove any restriction on any restricted stock or RSU granted under the Plan. The committee also has full power to construe and interpret the Plan and any award agreement executed pursuant to the Plan and to establish, amend, suspend or waive any rules for the proper administration of the Plan. The determination of the Human Capital Committee on all matters relating to the Plan or any award agreement will be conclusive.
To the extent awards are granted to our directors, our Board will determine the amount, type and terms of each award granted, and in those cases, references in this summary to the Human Capital Committee will mean instead our Board as the context requires.
Eligibility
Our officers, employees, directors, advisors and consultants and those of our subsidiaries or affiliates (a total of approximately 8 officers, 10 board members and 369 colleagues totaling 387 eligible individuals) are eligible to be designated as participants under the Plan. The Human Capital Committee and our Board have the authority to determine the participants to whom awards will be granted.
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TABLE OF CONTENTS
Number of Shares Authorized
Under the Plan, awards for a total of (x) the number of shares of our common stock available for grant under the 2015 Plan as of November 29, 2019 plus (y) 6,500,000 new shares of our common stock, may be granted in the aggregate. As of November 29, 2019, 300,808 shares were still available for grant under the 2015 Plan. As of November 29, 2019, we had outstanding 2,116,651 full value awards (i.e., RSUs) of common stock under our 2015 Plan; no options or SARs are outstanding under that plan. Any shares of our stock subject to an award under our 2015 Plan that expires, is forfeited, otherwise terminates, or is settled in cash, will again be available for future grant under this Plan. Awards other than options and SARs will be counted against the reserve in a2-to-1 ratio.
Any dividends or dividend equivalents paid in cash in connection with outstanding awards, shares subject to an award that is forfeited, cancelled, terminated, expires or lapses for any reason, shares and awards granted through the settlement, assumption, or substitution of outstanding awards previously granted, or through obligations to grant future awards, as a result of a merger, consolidation,spin-off or acquisition of the employing company with or by us will not be applied to the share limitation described above. Awards payable in cash will not be counted against the share reserve unless actual payment is made in shares of our stock. If an award is to be settled in cash, the number of shares on which the award is based will not be counted against the share reserve unless payment is made in shares rather than cash.
In addition, other than with respect to options and SARs, shares delivered or withheld in satisfaction of the purchase price or applicable tax withholding obligations with respect to an award (including awards granted under our 2015 Plan) will also be available for future grants.
With respect to options and SARs, shares delivered or withheld in satisfaction of the purchase price or applicable tax withholding obligations with respect to an award (including awards granted under our 2015 Plan), shares subject to SARs (including SARs granted under our 2015 Plan) that are not issued in connection with its stock settlement or exercise, and shares reacquired by us on the open market or otherwise using cash proceeds from the exercise of options (including options awarded under our 2015 Plan) will not be available for future grants.
Plan Term
The Plan will have a term of 10 years from the date it is approved by our shareholders and no further awards may be granted after that date.
Terms and Conditions of Awards
Under the Plan, the Human Capital Committee is authorized to grant awards of nonqualified stock options (“NSOs”), incentive stock options (“ISOs”), SARs, restricted stock, RSUs (including PSUs), stock bonus awards, cash bonus awards or performance based awards. Our Board may grant NSOs, SARs, restricted stock, RSUs, and stock bonus awards to our directors.
Options. Options to purchase shares of common stock are either “qualified,” meaning they are intended to satisfy the requirements of Section 422 of the Internal Revenue Code (“Code”) for incentive stock options, or “nonqualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. An option provides a participant with the right to purchase, within a specified period of time, a stated number of shares of our common stock at the price specified in the award agreement. Options granted under the Plan will be subject to the terms, including the exercise price and the conditions and timing of exercise, not inconsistent with the Plan, determined by the Human Capital Committee and specified in the applicable award agreement. The maximum term of an option granted under the Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a 10.0% shareholder).
The exercise price per share paid by a participant will be determined by the Human Capital Committee at the time of grant but will not be less than 100.0% of the fair market value of one share on the date the option is granted (or no less than 110.0% of such fair market value in the case of an ISO granted to an employee who is a 10.0% shareholder), with the exception of options granted as substitute awards. Payment in respect of the exercise of an option may be made in cash, except that the Human Capital Committee may, in its discretion, allow such payment to be made by surrender of unrestricted shares of our common stock (at their fair market value on the date of exercise), or by such other method as the committee may determine and that is permitted by law. The Human Capital Committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless exercise mechanism. In no event are dividends or dividend equivalents payable with respect to any option award.
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ADDITIONAL INFORMATION
SARs. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares of our common stock or both, the appreciation, if any, in the value of one share of our common stock over a certain period of time. An option granted under the Plan may include SARs, either on the date of grant or, except in the case of an ISO, by subsequent amendment. The Human Capital Committee may also award SARs to a participant independent of the grant of an option. SARs granted in connection with an option will become exercisable, be transferable and will expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding option. If SARs are granted independent of an option, the SARs will become exercisable, be transferable and will expire in accordance with the vesting schedule, transferability rules and the expiration provisions established by the committee and reflected in the award agreement. In no event are dividends or dividend equivalents payable with respect to any SAR award.
Restricted Stock. An award of restricted stock is a grant of shares subject to conditions and restrictions set by the Human Capital Committee. The grant or the vesting of an award of restricted stock may be conditioned upon service to us or our affiliates or upon the attainment of performance goals or other factors, as determined in the discretion of the committee. The Human Capital Committee may also, in its discretion, provide for the lapse of restrictions imposed upon an award of restricted stock. Holders of an award of restricted stock will have, with respect to the restricted stock granted, all of the rights of a shareholder, including the right to vote and to receive dividends; however, any dividends paid with respect to unvested shares will be withheld by the Company and only paid (without interest) to the participant if the underlying shares become vested.
Restricted Stock Units. An award of RSUs is a grant valued in terms of our common stock. The Human Capital Committee establishes the terms, conditions and restrictions applicable to each award in an award agreement, including the time or times at which awards will be granted or vested and the number of “units” to be covered by each award; a “unit” represents one share of our common stock. To the extent provided in an award agreement, each unit awarded to a participant will be credited with an amount equal to the cash or stock dividends paid by the Company in respect of one share of our common stock (“dividend equivalents”). Dividend equivalents will be withheld by us for the participant’s account. Upon expiration of the vesting period with respect to any units covered by an award, we will deliver to the participant (i) one share of our common stock or, at the election of the Human Capital Committee, an amount in cash equal to the fair market value of that number of shares at the expiration of the period over which the units are to be earned with respect to which the vesting period has expired, and (ii) cash or shares of common stock equal to the dividend equivalents credited with respect to each unit. Interest will not be credited on any dividend equivalents withheld.
Stock Bonus Awards. The Human Capital Committee may, in its discretion, grant an award of unrestricted shares of our common stock, including, without limitation, fully-vested deferred stock units, either alone or in tandem with other awards, under such terms and conditions as the committee in its sole discretion may decide. A stock bonus award will be granted as, or in payment of, a bonus, or to provide special incentives or recognize special achievements or contributions.
Cash Bonus Awards. The Human Capital Committee may grant cash bonus awards. Any such award may be subject to a performance period, performance goals or such other terms and conditions as the committee, in its sole discretion, may decide.
Performance-Based Awards. The Human Capital Committee may grant any award under the Plan in the form of a PSU (including a cash bonus award) by conditioning the vesting of the award on the satisfaction of one or more performance goals, including but not limited to: earnings per share, net earnings per share or growth in such measures, revenue, net revenue, income, net income or growth in revenue or income (all either before or after taxes), return measures (including, but not limited to, return on assets, capital, investment, equity, revenue or sales), cash flow return on investments which equals net cash flows divided by owners’ equity, controllable earnings (a division’s operating profit, excluding the amortization of goodwill and intangible assets, less a charge for the interest cost for the average working capital investment by the division), operating earnings or net operating earnings, costs or cost control measures, share price (including, but not limited to, growth measures), total shareholder return (stock price appreciation plus dividends), economic value added, EBITDA, operating margin or growth in operating margin, market share or growth in market share, cash flow, cash flow from operations, free cash flow, or growth in such measures, sales revenue or volume or growth in such measures, gross margin or growth in gross margin, productivity, brand contribution, product quality, corporate value measures, goals related to acquisitions, divestitures or customer satisfaction, diversity, index comparisons,debt-to-equity ordebt-to-stockholders’ equity ratio, working capital, risk mitigation, sustainability and environmental impact, employee retention, expense or expense control measures (including, but not limited to average unit cost, selling, general, and administrative expenses), and any other objective or subjective criterion or criteria that the committee may select from time to time.
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Performance may be measured on an individual, corporate group, business unit, subsidiary, division, department, region, function, market, or consolidated basis and may be measured absolutely, relatively to our peers, or with a performance goal established by combining two or more performance goals. In establishing the performance goals, the committee may provide that the performance goals will be adjusted to account for the effects of acquisitions, divestitures, extraordinary dividends, stocksplit-ups, stock dividends or distributions, issuances of any targeted stock, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of common stock, or a corporate transaction, any consolidation of the Company and another corporation into another corporation, any separation of the Company or its business units (including a spinoff or other distribution of stock or property by the Company), any reorganization of the Company or any partial or complete liquidation by the Company, or sale of all or substantially all of the assets of the Company, or exclusion ofnon-consolidated subsidiaries, or measures intended to account for variations in the exchange rate between foreign currencies and budgeted exchange rates, or other extraordinary items, or any other event or circumstance the committee deems appropriate. The Human Capital Committee, in its discretion, may adjust any earned award.
Stock-Related Deferred Compensation
The Human Capital Committee may, in its discretion, permit the deferral of payment of an employee’s award in the form of either common stock or common stock equivalents (with each such equivalent corresponding to a share of our common stock), under such terms and conditions as it may prescribe in the award agreement or a separate election form, or pursuant to the terms of any deferred compensation plan under which such common stock equivalents may be granted. In addition, the committee may, in any fiscal year, provide for an additional matching deferral to be credited to an employee’s account under any such deferred compensation plan. The committee may also permit hypothetical account balances of other cash or mutual fund equivalents maintained pursuant to any such deferred compensation plan to be converted, at the discretion of the participant, into the form of common stock equivalents, or to permit common stock equivalents to be converted into account balances of such other cash or mutual fund equivalents, upon the terms set forth in such plans as well as such other terms and conditions as the committee may, in its discretion, determine. The Human Capital Committee may, in its discretion, determine whether any deferral in the form of common stock equivalents, including deferrals under the terms of any deferred compensation plan of ours, will be paid on distribution in the form of cash or in shares of our stock. Any such deferrals are intended to comply with Section 409A of the Code.
Annual Limits
The maximum number of shares of common stock that may be subject to options and/or SARs during any fiscal year may not exceed 1,000,000 shares.
The maximum number of shares of common stock that may be subject to performance-based awards granted to an individual during any fiscal year is limited to 1,000,000 shares (or the cash equivalent).
The maximum number of shares of common stock that may be subject to time-based awards granted to an individual during any fiscal year is limited to 1,000,000 shares (or the cash equivalent).
The maximum amount payable in any fiscal year to any participant pursuant to a cash bonus under our Plan is $10,000,000.
The maximum number of shares of common stock subject to awards granted during a single calendar year to any director, taken together with any cash fees paid during the calendar year, in respect of such director’s service as a member of our Board, shall not have an aggregate fair market value in excess of $1,000,000 (determined as of the date of grant).
Awards granted in a fiscal year but cancelled during that same year will continue to be applied against the annual limit for that year, despite cancellation.
Impact of Recapitalization
In the event of changes in the outstanding stock or capital structure of the Company (such as a stock split, recapitalization or other transactions or events as described in the Plan), awards granted under the Plan as well as the maximum number of shares of our common stock which may be delivered under the Plan or to any one individual, will be subject to adjustment or substitution, as determined by the Human Capital Committee in its sole discretion, as to the number, price or kind of a share of common stock or other consideration subject to such award, or as otherwise determined by the committee to be equitable.
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No Repricing
Other than in connection with equitable adjustments for certain corporate events or in connection with a change of control, the Plan prohibits the repricing of options, SARs or other stock-based awards granted under the Plan and the cash buyout of underwater options, SARs or other stock-based awards without shareholder approval.
Minimum Vesting
Except for director awards, awards settled in shares of our common stock must have a minimum vesting or exercise schedule of not less than one year, though the Human Capital Committee may grant awards of up to 5 percent of the shares authorized under the Plan with a shorter vesting or exercise period. This limitation does not preclude the Human Capital Committee from granting awards that vest or become exercisable earlier due to circumstances such as death, retirement, or involuntary termination of employment, or the achievement of performance objectives over a period of at least one year.
Change of Control
Awards held by a participant who is involuntarily terminated within 12 months following a change of control or who is terminated in contemplation of a change of control shall become fully vested and immediately exercisable, any restricted period will end at the time of such termination, and all incomplete performance periods will end on the date of such change of control. The Human Capital Committee will determine the extent to which performance goals with respect to an award have been met based upon such audited or unaudited financial information then available, as it deems relevant, cause to be paid to the applicable participant partial or full awards with respect to performance goals for each award based upon the committee’s determination of the degree of attainment of performance goals, and cause the award, if previously deferred, to be settled in full as soon as possible.
The Human Capital Committee may, in its discretion, cancel any outstanding vested award and pay the holder in cash and/or stock the value of the award based on the price per share of common stock received by other shareholders in connection with the change of control. The Plan further requires automatic vesting if a buyer of our business does not assume outstanding awards.
280G Modified Cutback. In the event any payment or the value of any benefit received or to be received by a participant in connection with or contingent upon a change of control is determined, under Plan provisions, to be subject to an excise tax imposed by Section 4999, then we will reduce the aggregate amount of the payments payable to the participant so that no excise tax will be payable by the individual and the payments will not cease to be deductible by us by reason of Section 280G of the Code. However, we will not reduce the aggregate amount of the payments payable to the participant if theafter-tax amount of the unreduced payments is greater than theafter-tax amount that would have been paid had we reduced the payments in accordance with the foregoing sentence.
Clawback,Non-Compete, and Hedging/Pledging Restrictions
Awards will be subject to:
Deduction and clawback pursuant to applicable laws, regulations, stock exchange listing requirements, and our Company policy.
Forfeiture if a participant engages in competition with the Company.
The Company’s hedging and pledging policy.
Transferability
Generally, each award may be exercised during the participant’s lifetime only by the participant or, if permissible under applicable law, by the participant’s guardian or legal representative, and such award may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant other than by will or by the laws of descent and distribution.
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The Human Capital Committee may, in its discretion, however, provide that awards granted under the Plan that are not ISOs may be transferred by a participant without consideration to certain “permitted transferees”, pursuant to the terms of the Plan and rules adopted by the committee.
Amendment
Our Board may amend, suspend, or terminate the Plan or any portion thereof at any time. No such action may be taken, however, without shareholder approval if such approval is necessary to comply with any regulatory requirement and no such action that would impair any rights under any previous award will be effective without the consent of the person to whom such award was made. In addition, the Human Capital Committee is authorized to amend the terms of any award granted under the Plan if the amendment would not impair the rights of any participant without his or her consent.
U.S. Federal Income Tax Consequences
The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the Plan and the disposition of shares acquired pursuant to the exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.
Options. The Code requires that, for treatment of an option as a qualified option (ISO), shares of our common stock acquired through the exercise of a qualified option cannot be disposed of before the later of (i) two years from the date of grant of the option, or (ii) one year from the date of exercise. Holders of qualified options will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the qualified option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of a qualified option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an otherwise qualified option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the qualified option in respect of those excess shares will be treated as a nonqualified stock option for federal income tax purposes. No income will be realized by a participant upon grant of a nonqualified stock option. Upon the exercise of a nonqualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at the time of exercise, and the participant’s tax basis will equal the sum of the compensation income recognized and the exercise price. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. In the event of a sale of shares received upon the exercise of a nonqualified stock option, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term gain or loss if the holding period for such shares is more than one year.
SARs. No income will be realized by a participant upon grant of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
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Restricted Stock. A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. If the election is made, the participant will not be allowed a deduction for the value of any shares which may be subsequently forfeited. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
Restricted Stock Units. A participant will not be subject to tax upon the grant of RSUs. Rather, upon the delivery of shares or cash pursuant to the award, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
Stock Bonus Awards. A participant will have taxable compensation equal to the difference between the fair market value of the shares on the date the award is made over the amount the participant paid for such shares, if any. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
Cash Bonus Awards. A participant will have taxable compensation at the time a cash bonus is earned and paid. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
New Plan Benefits
It is not possible at this time to determine the benefits that will be received by executive officers, by other employees or by outside directors under the Plan if the Plan is approved by the shareholders. Such benefits will depend on future actions of the Human Capital Committee or the Board, the fair market value of our common stock at various future dates, the extent to which performance goals set by the committee are met, and/or the individual performance of the particular executive officer or employee.
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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, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | 1,233,054 | | N/A | | 3,215,308 | Equity compensation plans not approved by security holders | | None | | N/A | | None | Total | | 1,233,054 | | N/A | | 3,215,308 |
(1) | The number of securities to be issued upon exercise of outstanding options, warrants and rights shown above, as of September 30, 2019, includes 1,233,054 restricted stock equivalents which have been granted under the terms of the 2015 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 1,863,214. As of November 25, 2019, of the outstanding stock equivalents granted, approximately 574,000 have vested and converted into outstanding shares of our common stock. An additional 521,000 restricted stock equivalents have been granted, including 206,000 performance shares granted at target payout.
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(2) | The weighted average exercise price does not take into account securities which will be issued upon conversion of outstanding restricted stock equivalents.
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(3) | This number only reflects securities available under the 2015 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 1,954,988.
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STOCK OWNERSHIP INFORMATION
Five Percent Owners of Common Stock The following table shows, as of November 29, 2019,30, 2021, 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) | | | | The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355 | | | | 5,611,039 | (2) | | | | 9.36 | % | | | | BlackRock, Inc. 55 East 52nd Street, New York, NY 10055 | | | | 5,384,274 | (3) | | | | 9.0 | % | | | | Spectrum Brands Holdings, Inc. 3001 Deming Way, Middleton, WI 53562 | | | | 5,278,921 | (4) | | | | 8.1 | % | | | | J.P. Morgan Chase & Co. 270 Park Avenue, New York, NY 10017 | | | | 4,754,685 | (5) | | | | 7.9 | % | | | | Ceredex Value Advisors, LLC 301 E. Pine St., Suite 500, Orlando, FL 32801 | | | | 4,016,377 | (6) | | | | 6.71 | % | | | | Aqua Capital, Ltd Wickhams Cay 1 Vanterpool Plaza, 2nd Floor Road Town, Tortola D8, British Virgin Islands | | | | 3,460,000 | (7) | | | | 5.02 | % |
| FMR LLC
245 Summer Street
Boston, Massachusetts 02210 | | | 7,600,121(2) | | | 11.1% | | | BlackRock, Inc.
55 East 52nd Street
New York, NY 10055 | | | 7,192,101(3) | | | 10.5% | | | J.P. Morgan Chase & Co.
383 Madison Avenue
New York, NY 10179 | | | 6,474,043(4) | | | 9.4% | | | The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 | | | 6,861,658 | | | 10.26% | | | Aqua Capital, Ltd.
Wickhams Cay 1
Vanterpool Plaza, 2nd Floor
Road Town, Tortola D8, British Virgin Islands | | | 4,200,000(6) | | | 6.1% | |
(1)
| On November 29, 2019,30, 2021, there were 69,241,71566,543,726 shares of the Company’s common stock outstanding. |
(2)
| As reported in a statement on Schedule 13G/A filed with the SEC on February 11, 2019, The Vanguard Group8, 2021, FMR LLC and related entities reported as of December 31, 2018,2020, sole voting power over 30,751 of such shares, shared voting power over 8,364, sole dispositive power over 5,577,540478,736 of such shares and shared dispositivesole power to dispose or direct the disposition of over 33,4997,600,121 of such shares. |
(3)
| As reported in a statement on Schedule 13G/A filed with the SEC on February 4, 2019,July 12, 2021, BlackRock, Inc. and related entities reported, as of December 31, 2018,June 30, 2021, sole voting power over 5,143,406 of7,105,198of such shares and sole dispositive power over 5,384,274 of7,192,101of such shares. |
(4)
| As reported in a statement on Schedule 13G filed with the SEC on February 7, 2019, Spectrum Brands Holdings, Inc. and related entities reported, as of January 28, 2019, shared voting power over 5,278,921 of such shares and shared dispositive power over 5,278,921 of such shares.
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(5) | As reported in a statement on Schedule 13G/A filed with the SEC on January 24, 2019,22, 2021, J.P. Morgan Chase & Co. and related entities reported, as of December 31, 2018,2020, sole voting power over 4,644,248 of such shares, shared voting power over 24 of such shares, sole dispositive power over 4,754,661 of such shares and shared power to dispose or to direct the disposition over 24 of such shares. |
(6) | As reported in a statement on Schedule 13G filed with the SEC on February 5, 2019, Ceredex Value Advisors, LLC. and related entities reported, as of December 31, 2018, sole voting power over 3,406,5776,349,757 of such shares and sole dispositive power over 3,406,5776,474,043 of such shares.
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(7)(5)
| As reported in a statement on Schedule 13G13G/A filed with the SEC on October 11, 2019,December 9, 2021, The Vanguard Group and related entities reported, as of November 30, 2021, sole voting power over 0 of such shares, sole dispositive power over 6,676,159 of such shares, shared voting power over 128,064 of such shares and shared dispositive power over 185,499 of such shares. |
(6)
| As reported in a statement on Schedule 13G/A filed with the SEC on January 29, 2021, Aqua Capital, Ltd. and related entities reported, as of October 8, 2019,December 31, 2020, shared voting power over 3,460,0004,200,000 of such shares and shared dispositive power over 3,460,0004,200,000 of such shares. |
54 Energizer Holdings, Inc. 2021 Proxy Statement | |
TABLE OF CONTENTS Ownership of Directors and Executive Officers The table below contains information regarding beneficial common stock ownership of directors, nominees, current executive officers and certain former executive officers as of November 29, 2019.30, 2021. It does not reflect any changes in ownership that may have occurred after that date. | | |
| | Energizer Holdings, Inc. 2019 Proxy Statement 61
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In general, “beneficial ownership” includes those shares a director or executive officer has the power to vote or transfer, as well as shares owned by immediate family members that reside with the director 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%) | Carlos Abrams-Rivera | | | | 0 | | | | | 0 | | | | | * | | Bill G. Armstrong | | | | 28,145 | (C) | | | | 48,892 | | | | | * | | Cynthia J. Brinkley | | | | 15,909 | (C) | | | | 4,015 | | | | | * | | Rebecca C. Frankiewicz | | | | 0 | | | | | 0 | | | | | * | | Alan R. Hoskins | | | | 385,179 | (C) | | | | 0 | | | | | * | | Kevin J. Hunt | | | | 15,909 | (C) | | | | 0 | | | | | * | | James C. Johnson | | | | 18,801 | (C) | | | | 179 | | | | | * | | John E. Klein | | | | 33,241 | (C) | | | | 22,311 | | | | | * | | W. Patrick McGinnis | | | | 39,862 | (C) | | | | 17,866 | | | | | * | | Patrick J. Moore | | | | 15,909 | (C) | | | | 0 | | | | | * | | J. Patrick Mulcahy | | | | 569,399 | (B)(C) | | | | 107,134 | | | | | * | | Nneka L. Rimmer | | | | 3,206 | (C) | | | | 0 | | | | | * | | Robert V. Vitale | | | | 23,944 | (C) | | | | 5,020 | | | | | * | | Emily K. Boss | | | | 42,431 | (C) | | | | 0 | | | | | * | | Timothy W. Gorman | | | | 63,727 | (C) | | | | 0 | | | | | * | | Gregory T. Kinder | | | | 61,703 | (C) | | | | 0 | | | | | * | | Mark S. LaVigne | | | | 106,084 | (C) | | | | 0 | | | | | * | | All Executive Officers and Directors as a Group (20 persons) | | | | 1,465,781 | (C) | | | | 205,417 | | | | | 2.4 | % |
| Carlos Abrams-Rivera | | | 7,205(B) | | | 0 | | | * | | | Bill G. Armstrong | | | 29,065(B) | | | 48,892 | | | * | | | Cynthia J. Brinkley | | | 22,329(B) | | | 4,612 | | | * | | | Rebecca C. Frankiewicz | | | 6,205(B) | | | 4,057 | | | * | | | Kevin J. Hunt | | | 22,329(B) | | | 0 | | | * | | | James C. Johnson | | | 25,221(B) | | | 179 | | | * | | | Patrick J. Moore | | | 22,329(B) | | | 0 | | | * | | | Donal L. Mulligan | | | 2,249(B) | | | 0 | | | * | | | Nneka L. Rimmer | | | 11,757(B) | | | 0 | | | * | | | Robert V. Vitale | | | 39,056(B) | | | 10,817 | | | * | | | John Drabik | | | 14,197 | | | 0 | | | * | | | Susan K. Drath | | | 48,801 | | | 0 | | | * | | | Mark S. LaVigne | | | 147,323 | | | 0 | | | * | | | All Current Executive Officers and Directors as a Group (14 persons) | | | 401,723 | | | 68,557 | | | * | | | | | | | | | | | | | | | Former Executive Officers
| | | | | | | | | | | | Timothy W. Gorman | | | 107,106(B) | | | 0 | | | * | | | Alan R. Hoskins | | | 149,763(B) | | | 0 | | | * | | | Hannah H. Kim | | | 1,399 | | | 0 | | | * | |
(A)
| The number of shares outstanding for purposes of this calculation was the number outstanding as of November 29, 2019,30, 2021, 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 stepdaughter.
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(C) | Includes vested stock equivalents whichthat 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. Abrams-Rivera, 2,772; Ms. Brinkley, 5,589; Ms. Frankiewicz, 2,772; Mr. Johnson, 16,341; Mr. Klein, 22,941;21,788; Mr. Moore, 13,449; Mr. Mulcahy, 20,50818,896; and Mr. Vitale, 3,259.Vitale,12,898. 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-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, 3,433; Mr. Armstrong, 2,460;3,433; Ms. Brinkley, 2,460;3,433; Ms. Frankiewicz, 3,433; Mr. Gorman,14,779; Mr. Hoskins, 41,703;32,083; Mr. Hunt, 2,460;3,433; Mr. Johnson, 2,460; Mr. Klein, 2,460; Mr. McGinnis, 2,4603,433; Mr. Moore, 2,460;3,433; Mr. Mulcahy, 2,460;Mulligan, 2,249; Ms. Rimmer, 2,4603,433 and Mr. Vitale 2,460; Mr. LaVigne, 6,880; Mr. Gorman, 1,164; Mr. Kinder, 2,328; Ms. Boss, 2,328 and all other executive officers, 2,328. 3,433. |
| Energizer Holdings, Inc. 2021 Proxy Statement 55 |
TABLE OF CONTENTS DELINQUENT SECTION 16(a)16(A) REPORTS Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors, executive officers, and anyone holdingwho beneficially holds 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 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 20192021 all reporting persons filed the required reports on a timely basis under Section 16(a). | | | 6256 Energizer Holdings, Inc. 20192021 Proxy Statement
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Our Board 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 is responsible for reviewingthe review and approving, or ratifying,prior approval of the material terms of any related party transactions. The Audit 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 be pre-approved, even if the aggregate amount involved might exceed $100,000: Officer or director compensation whichthat 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 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; Charitable contributions to a charitable trust or organization for which a related party serves as 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 2019,2021, 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, the Company and Spectrum entered into transition service agreements (“TSAs”) and reverse TSAs. Under the agreements, the Company and Spectrum will provide 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, 2019, the Company paid $0.2 million to Spectrum related to rent for office space at their Middleton, Wisconsin headquarters. In addition, for the twelve months ended September 30, 2019, the Company incurred expense payable to Spectrum of $16.3 millionrequiring disclosure under the TSAs and Spectrum incurred obligations payable to the Company of $1.4 million under the reverse TSAs.
The Company also entered into a supply agreement with Spectrum, ancillary to the acquisition of the Acquired Auto Care Business that became effective upon the consummation of the acquisition. The supply agreement resulted in expense to the Company of $9.8 million for the twelve months ended September 30, 2019 related to these purchases.
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, 2019. applicable SEC rules.
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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 17, 2019,15, 2021, 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.
Record holders of Energizer Holdings, Inc. common stock on November 29, 201930, 2021 (the “Record Date”), may vote at the meeting. On November 29, 2019,the Record Date, there were 69,241,71566,543,726 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 in PersonYou are entitledonline. A summary of the information you need to attend the Annual Meeting online is provided below:
Any shareholder can attend the Annual Shareholders’ Meeting only ifby visiting www.virtualshareholdermeeting.com/ENR2022 We encourage you were a shareholder asto access the Annual Shareholders’ Meeting online at least 15 minutes 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/ENR2022 |
Questions regarding how to attend and participate in the Annual Shareholders’ Meeting will be answered by calling 1-855-449-0991 on the day of the close of business on November 29, 2019,Annual Shareholders’ Meeting If I am unable to attend the record date, or hold a valid proxy forvirtual Annual Meeting, can I listen to the meeting. In orderAnnual Meeting by telephone? Yes. Shareholders unable to access the Annual Shareholders’ Meeting online will be admittedable to call 1-877-328-2502 and listen to the Annual Shareholders’ Meeting if they provide their Control Number. Although shareholders accessing the Annual Shareholders’ Meeting by telephone will be able to listen to the Annual Shareholders’ Meeting, you mustwill not be considered present proof of ownership of Energizer stockat the Annual Shareholders’ Meeting and will not be able to vote unless you also attend the Annual Shareholders’ Meeting online. 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: 1-855-449-0991, or if calling internationally, please call: 1-720-378-5962. how can i ask questions? You can submit questions in writing on the record date. This canvirtual 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 any ofgrouped and answered once to avoid repetition. Guidelines for submitting written questions during the following:A brokerage statement or letter from a bank or broker indicating ownership on November 29, 2019
The Notice of Internet Availability of Proxy Materials
A printout of the proxy distribution email (if you received your materials electronically)
A voting instruction form
A legal proxy provided by your broker, bank, or nominee
Shareholders and proxy holders must also present a form of photo identification such as a driver’s license. Wemeeting will be unable to admit anyone who does not present identification or refuses to comply with our security procedures.available in the rules of conduct for the Annual Shareholders’ Meeting.
58 Energizer Holdings, Inc. 2021 Proxy Statement | |
TABLE OF CONTENTS There are four voting methods for record holders: | MAIL | | | | | | | 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 | | 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 | | Internet | | 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. | | | | | | Written Ballot | | You can vote by submitting a written ballot at
During the Annual Shareholders’ Meeting.Meeting, you can vote, using the Control Number we have provided to you. | | |
| | | 64 Energizer Holdings, Inc. 2019 Proxy Statement
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Vote Required; Effect of Abstentions and BrokerNon-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 | Abstentions | | | Uninstructed Shares | | | 1. | | | Election of Directors | | | Majority of Voting Power(1)Power (1) | | | Vote Against | | | Not Voted/No Effect | | | 2. | | | Ratification of Appointment of Independent Auditor | | | Majority of Voting Power(1)Power (1) | | | Vote Against | | | Discretionary Vote | | | 3. | | | Advisory,Non-Binding Vote to Approve Executive Compensation | | | Majority of Voting Power(1)Power (1) | | | Vote Against | | | Not Voted/No Effect | | | 4. Approval | | | Advisory, Non-Binding Vote to Approve Frequency of Omnibus Incentive PlanFuture Votes to Approve Executive Compensation | | Majority of Voting Power(1)(2) | Frequency Receiving Highest
Vote Total (2) | Vote Against | | Not
Voted/No
Effect | | | Not Voted/No Effect | |
(1)
| “Majority of Voting Power” in table relates to shares present in person or represented by proxy, and entitled to vote on the proposal. |
(2)
| In addition, NYSE rules require approvalThe frequency receiving the highest vote total will be considered the frequency preferred by a majority of the votes cast. shareholders. |
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 in person at our Annual Shareholders’ Meeting (however, attending the meeting without voting will not revoke a proxy).
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. Georgeson,Morrow Sodali LLC may solicit proxies for a fee of $7,500$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. 2021 Proxy Statement 59 |
TABLE OF CONTENTS To reduce costs and reduce the environmental impact of our Annual Shareholders’ Meeting, a single Proxy Statement 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 unless contrary instructionsaddress. If a shareholder would like to receive separate copies of proxy materials that have been received from an affected shareholder.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. | | |
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The Board does not intend to bring any other business before the Annual Shareholders’ Meeting,Meeting. If other matters are properly brought before the meeting, the named proxies will vote the proxies they hold in their discretion on such matters; however, and so far as is known to our Board, no matters are to be brought before the meeting other than 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 2021the 2023 Annual Shareholders’ MeetingMeeting.” .
SHAREHOLDER PROPOSALS FOR THE 20212023 ANNUAL SHAREHOLDERS’ MEETING Any proposals to be presented at the 20212023 Annual Shareholders’ Meeting must be received by the Company, directed to the attention of the Corporate Secretary, no later than August 19, 202017, 2022, in order to be included in the Company’s Proxy Statement and form of proxy for that meeting under Rule 14a-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 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 20212023 Annual Shareholders’ Meeting, the notice would have to be received between September 29, 2020on or after October 3, 2022, and October 29, 2020. However, in the event that the date of the 2021 Annual Shareholders’ Meeting is more than 30 dayson or before or more than 60 days after the first anniversary of the 2021 Annual Shareholders’ Meeting, notice must be received no earlier than the 120th day prior to the date of the 2021 Annual Shareholders’ Meeting and not later than the close of business on the later of the 90th day prior to the date of the 2021 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.November 2, 2022. 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; |
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| – | | any short interest with respect to common stock; |
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| – | | any derivative instruments held by a partnership in which the nominee has a partnership interest; and |
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| – | | rights to any performance-related fee based on any increase or decrease in the value of common stock or any related derivative instrument; and |
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TABLE OF CONTENTS 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 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 Governance 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. | | | 66 Energizer Holdings, Inc. 2019 Proxy Statement
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The Company
Energizer Holdings, Inc. (the “Company”) and its 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 orthese 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 following uncertainties and risks, as well as the risks and uncertainties more fully discussed under Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 19, 2019: (1)16, 2021, and the Company’s other filings with the SEC 1) market and economic conditions; (2) market trends in the categories in which we compete; (3) uncertainty relating to the impacts of the ongoing COVID-19 pandemic, including but not limited to, its 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 acquisitions of the Acquired Businesses (defined below) (the “Acquisitions”), including our ability to promptly and effectively integrate the global battery, portable lighting and power business (the “Acquired Battery Business”) and the global auto care business (the “Acquired Auto Care Business” or “GAC”, and together with the Acquired Battery Business, the “Acquired Businesses”) acquired from Spectrum Brands Holdings, Inc. (“Spectrum”);businesses, and to obtain expected cost savings, synergies and other anticipated benefits of the Acquisitionsacquired businesses within the expected timeframe, or at all; (4)(5) the impact of the acquisitions of the Acquired Businessesacquired businesses on our business operations; (5) our ability to close the divestiture of the Europe-based Varta® consumer battery, chargers, portable power and portable lighting business which serves the Europe, the Middle East and Africa markets (the “Varta Divestment Business”); (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 colleagues,employees, customers and vendors; (11) our ability to maintain and improve market share in the categories 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 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 well as offsetting hedges; (15) the risk of economic uncertainty associated with the pending exit of the United Kingdom from the European Union or any other similar referendums that may be held; (16) the impact of adverse or unexpected weather conditions; (17) uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark; (18) the impact of raw materials and other commodity costs; (19) the impact of legislative changes or regulatory determinations or changes by federal, state and local, and foreign authorities, including customs and tariff determinations, as well as the impact of potential changes to tax laws, policies and regulations; (20) costs and reputational damage associated with cyber-attacks or information 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 future debt. The information contained herein is preliminary and based on Company data available at the time of the earnings presentation.this filing. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made. | | |
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TABLE OF CONTENTS
RECONCILIATION OF NON-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 certain non-GAAP financial measures provide users with additional meaningful Comparisons to the corresponding historical or future period. These non-GAAP financial measures exclude items that management believes are not reflective of the Company’s on-going operating performance, such as acquisition and integration costs, an acquisition earn out, loss on extinguishment of debt, settlement loss on pension plan terminations gain on saleand the one-time impact of real estate, restructuring activities, costs related to the spin,Tax structuring, Coronavirus Aid, Relief and incomeEconomic Security (CARES) Act and 2017 Tax Cuts and Jobs Act (2017 tax adjustments.reform). These measures help investors to see year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are not on-going. We believe these non-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 consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-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 following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure. Adjusted EBITDAEarnings Per Share (EPS) excludes the impact of the costs related to acquisition and integration, an acquisition earn out, the loss on extinguishment of debt, the prior year settlement loss on pension plan termination, gainand the one-time impact of Tax restructuring, the CARES Act and 2017 tax reform. Adjusted Selling, General & administrative expenses (SG&A) excludes the impact of the costs related to acquisition and integration and an acquisition earn out. Adjusted Operating Profit excludes the impact of the costs related to acquisition and integration, an acquisition earn out Loss on saleextinguishment of real estate,debt, Interest expense and share based payments.Other items, net. Free Cash Flow is defined as net cash provided by operating activities reduced by capital expenditures, net of the proceeds from asset sales. Adjusted Free Cash Flow further excludes the cash payments for acquisition and integration expenses and integration capital expenditures. These expense cash payments are net of the statutory tax benefit associated with the payment. Adjusted Gross Margin excludes any charges related to restructuring, spin activities, acquisition and integration or purchase accounting associated with inventory step up charges.
Organic revenue is the non-GAAP financial measurement of the change in revenue that excludes or otherwise adjusts for the impact of acquisitions, operations in Argentina and Venezuela, execution of our international go-to-market strategies and the impact of currency from the changes in foreign currency exchange rates.
We are unable to provide a reconciliation to the FY2022 projected Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Gross Margin due to the timing of acquisition and integration charges which are out of the Company’s control and/or cannot be reasonably predicted Without unreasonable effort.
| | | | | | | | | | | | | | | | | | | FY 16 | | | FY 17 | | | FY 18 | | | FY 19 | | Free Cash Flow (in millions) | | | | | | | | | | | | | | | | | Net Cash from Operating Activities | | $ | 193.9 | | | $ | 197.2 | | | $ | 228.7 | | | $ | 142.1 | | Capital Expenditures | | | (28.7 | ) | | | (25.2 | ) | | | (24.2 | ) | | | (55.1 | ) | Proceeds from Sales of Assets | | | 1.5 | | | | 27.2 | | | | 6.1 | | | | 0.2 | | | | | | | | | | | | | | | | | | | Free Cash Flow — Subtotal | | $ | 166.7 | | | $ | 199.2 | | | $ | 210.6 | | | $ | 87.2 | | Acquisition and Integration Related Payments | | | 5.6 | | | | 4.3 | | | | 27.2 | | | | 159.2 | | Integration Related Capital Expenditures | | | — | | | | — | | | | — | | | | 9.8 | | | | | | | | | | | | | | | | | | | Adjusted Free Cash Flow | | $ | 172.3 | | | $ | 203.5 | | | $ | 237.8 | | | $ | 256.2 | |
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| | Energizer Holdings, Inc. 2019 Proxy Statement A-1
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| | | | | | | | | | | | | | | | | | | FY 16 | | | FY 17 | | | FY 18 | | | FY 19 | | Reported GAAP Diluted EPS | | $ | 2.04 | | | $ | 3.22 | | | $ | 1.52 | | | $ | 0.78 | | Acquisition and integration costs | | | 0.22 | | | | 0.06 | | | | 1.00 | | | | 2.06 | | Acquisition withholding tax | | | — | | | | — | | | | 0.10 | | | | — | | Settlement on pension plan terminations | | | — | | | | — | | | | 0.17 | | | | 0.05 | | 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 | ) | Impact for Diluted Share Calculation (1) | | | — | | | | — | | | | — | | | | 0.12 | | AdjustedNon-GAAP Diluted EPS | | $ | 2.31 | | | $ | 2.98 | | | $ | 3.37 | | | $ | 3.00 | | | | | | | | | | | | | | | | | | | Adjusted Weighted average shares — Diluted (1) | | | 62.5 | | | | 62.6 | | | | 61.4 | | | | 72.0 | |
| Reported diluted EPS | | | $0.78 | | | $0.44 | | | $2.11 | | | Acquisition and integration | | | 2.06 | | | 0.79 | | | 0.79 | | | Acquisition earn out | | | — | | | — | | | 0.03 | | | Settlement on pension plan terminations | | | 0.05 | | | — | | | — | | | Loss on extinguishment of debt | | | — | | | 1.05 | | | 1.11 | | | Tax structuring | | | — | | | — | | | (0.56) | | | One-time impact of 2017 tax reform | | | (0.01) | | | — | | | — | | | One-time impact of the CARES Act | | | — | | | 0.03 | | | — | | | Impact for diluted share calculation(1) | | | 0.12 | | | — | | | — | | | Adjusted Diluted EPS | | | $3.00 | | | $ 2.31 | | | $3.48 | |
(1)
| For FY19, the adjusted weighted average shares assumes conversion of the preferred shares, as these results are more dilutive. The shares have been adjusted for the 4.7 million share conversion and the preferred dividend has been adjusted out. |
| | | | | | | | | | | | | | | | | | | FY 16 | | | FY 17 | | | FY 18 | | | FY 19 | | Net Sales (in millions) | | $ | 1,634.2 | | | $ | 1,755.7 | | | $ | 1,797.7 | | | $ | 2,494.5 | | Reported SG&A (in millions) | | | 361.4 | | | | 361.3 | | | | 421.7 | | | | 515.7 | | Acquisition and integration costs | | | 10.0 | | | | 4.0 | | | | 62.9 | | | | 82.3 | | Spin | | | 10.0 | | | | — | | | | — | | | | — | | Adjusted SG&A | | | 341.4 | | | | 357.3 | | | | 358.8 | | | | 433.4 | | Adjusted SG&A as a % of Net Sales | | | 20.9 | % | | | 20.4 | % | | | 20.0 | % | | | 17.4 | % |
| | | | | | | | | | | | | | | | | | | FY 16 | | | FY 17 | | | FY 18 | | | FY 19 | | Earnings before income taxes (in millions) | | $ | 165.7 | | | $ | 273.3 | | | $ | 175.2 | | | $ | 73.1 | | Other items, net | | | (9.1 | ) | | | (5.0 | ) | | | (6.6 | ) | | | (14.3 | ) | Interest expense | | | 54.3 | | | | 53.1 | | | | 98.4 | | | | 226.0 | | 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 | | 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 | |
| | | A-2 Energizer Holdings, Inc. 2019 Proxy Statement
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| | | | | | | | | | | | | | | | | | | FY 16 | | | FY 17 | | | FY 18 | | | FY 19 | | Net Earnings (in millions) | | $ | 127.7 | | | $ | 201.5 | | | $ | 93.5 | | | $ | 64.7 | | Income tax provision | | | 38.0 | | | | 71.8 | | | | 81.7 | | | | 8.4 | | | | | | | | | | | | | | | | | | | Earnings before taxes | | $ | 165.7 | | | $ | 273.3 | | | $ | 175.2 | | | $ | 73.1 | | Interest expense | | | 54.3 | | | | 53.1 | | | | 98.4 | | | | 226.0 | | Depreciation and Amortization | | | 34.3 | | | | 50.2 | | | | 45.1 | | | | 92.8 | | | | | | | | | | | | | | | | | | | EBITDA | | $ | 254.3 | | | $ | 376.6 | | | $ | 318.7 | | | $ | 391.9 | | 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 | | Settlement loss on Pension Plan Terminations | | | — | | | | — | | | | 14.1 | | | | 3.7 | | Share-Based Payments | | | 20.4 | | | | 24.3 | | | | 28.2 | | | | 27.1 | | | | | | | | | | | | | | | | | | | Adjusted EBITDA | | $ | 314.0 | | | $ | 388.6 | | | $ | 399.1 | | | $ | 545.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | FY 2016 | | % Chg | | FY 2017 | | % Chg | | FY 2018 | | % Chg | | FY 2019 | | % Chg | Net Sales — Prior Year (in millions) | | | $ | 1,631.6 | | | | | | | | | $ | 1,634.2 | | | | | | | | | $ | 1,755.7 | | | | | | | | | $ | 1,797.7 | | | | | | | Organic | | | | 49.8 | | | | | 3.1 | % | | | | 49.9 | | | | | 3.1 | % | | | | 22.5 | | | | | 1.3 | % | | | | 73.4 | | | | | 4.1 | % | Impact of Battery Acquisition | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | | | | 338.9 | | | | | 18.9 | % | Impact of Auto Care Acquisition | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | | | | 315.8 | | | | | 17.6 | % | Impact of Nu Finish Acquisition | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | | | | 2.3 | | | | | 0.1 | % | | | | 5.9 | | | | | 0.3 | % | Impact of 2016 Auto Care Acquisition | | | | 32.3 | | | | | 2.0 | % | | | | 83.1 | | | | | 5.1 | % | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | Change in Argentina Operations | | | | (3.5 | ) | | | | -0.2 | % | | | | 2.6 | | | | | 0.2 | % | | | | (1.9 | ) | | | | -0.1 | % | | | | (4.5 | ) | | | | -0.3 | % | Change in Venezuela Operations | | | | (8.5 | ) | | | | -0.5 | % | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | International go to market | | | | (14.7 | ) | | | | -0.9 | % | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | | | | — | | | | | 0.0 | % | Impact of Currency | | | | (52.8 | ) | | | | -3.3 | % | | | | (14.1 | ) | | | | -1.0 | % | | | | 19.1 | | | | | 1.1 | % | | | | (32.7 | ) | | | | -1.8 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net Sales — Current Year | | | $ | 1,634.2 | | | | | 0.2 | % | | | $ | 1,755.7 | | | | | 7.4 | % | | | $ | 1,797.7 | | | | | 2.4 | % | | | $ | 2,494.5 | | | | | 38.8 | % |
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| | Energizer Holdings, Inc. 2019 Proxy Statement A-3
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OMNIBUS INCENTIVE PLAN
Energizer Holdings, Inc.
Omnibus Incentive Plan
I. General Provisions
A.Purpose of the Plan
The purpose of the Energizer Holdings, Inc. Omnibus Incentive Plan (the “Plan”) is to enhance the profitability and value of the Company for the benefit of its shareholders by providing for incentive compensation award opportunities to attract, retain and motivate officers, other key employees andnon-employee directors who make important contributions to the success of the Company.
This Plan document is an omnibus document which includes, in addition to the Plan, separatesub-plans (“Sub Plans”) that permit offerings of grants to employees of certain foreign subsidiaries. Offerings under the Sub Plans may be made in particular locations outside the United States of America and shall comply with local laws applicable to offerings in such foreign jurisdictions. The Plan shall be a separate and independent plan from the Sub Plans, but the total number of shares of Stock authorized to be issued under the Plan applies in the aggregate to both the Plan and the Sub Plans.
The Plan replaces and supersedes the Energizer Holdings, Inc. Equity Incentive Plan (the “Prior Plan”) and is effective upon the date approved by the Company’s stockholders. Upon approval of the Plan by the Company’s stockholders, no new awards shall be made under the Prior Plan, although outstanding awards previously made under the Prior Plan shall continue to be governed by the terms of the Prior Plan. Shares of Common Stock that are (i) subject to outstanding awards under the Prior Plan that expire, are forfeited or otherwise terminate unexercised or (ii) available for award under the Prior Plan as of November 29, 2019, may be subjected to new Awards under the Plan, as provided in Section I.D.
B.Definitions of Terms as Used in the Plan
“Affiliate” shall mean any entity in an unbroken chain of entities beginning with the Company if, at the time of the granting of an Award, each of the entities other than the last entity in the unbroken chain owns stock (or beneficial ownership fornon-corporate entities) possessing 50 percent or more of the total combined voting power of all classes of stock (or beneficial ownership fornon-corporate entities) in one of the other entities in such chain.
“Award” shall mean an Option, a Stock Appreciation Right, a Cash Bonus Award, or any Other Stock Award granted under the terms of the Plan, which shall include such agreements, including but not limited to,non-competition provisions, as determined in the sole discretion of the Committee.
“Award Agreement” shall mean the written or electronic document(s) evidencing an Award granted under the Plan.
“Board” shall mean the Board of Directors of the Company.
“Cash Bonus Award” shall mean an Award of a cash bonus pursuant to Section V.
“Change of Control” shall mean either of the following, provided that the following constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of the Company’s assets” within the meaning of Code Section 409A:
(i) The acquisition by one person, or more than one person acting as a group, of ownership of stock (including Common Stock) of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not constitute a Change of Control; or
(ii) A majority of the members of the Company’s Board of Directors is replaced during any12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election.
(iii) The sale, transfer or other disposition of all or substantially all of the business or assets of the Company.
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-1
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Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder.
“Committee” shall mean the Human Capital Committee of the Board, or any successor committee the Board may designate to administer the Plan, provided such Committee consists of two or more individuals. Each member of the Committee shall be (i) an “independent director” under the rules of the stock exchange on which the Company’s shares of Common Stock are listed, and (ii) a“Non-Employee Director” within the meaning of Rule16b-3 under the Exchange Act, or otherwise qualified to administer the Plan as contemplated by that Rule or any successor Rule under the Exchange Act.
“Common Stock” shall mean Energizer Holdings, Inc. $.01 par value Common Stock or common stock of the Company outstanding upon the reclassification of the Common Stock or any other class or series of common stock, including, without limitation, by means of any stock split, stock dividend, creation of targeted stock,spin-off or other distributions of stock in respect of stock, or any reverse stock split, or by reason of any recapitalization, merger or consolidation of the Company.
“Company” shall mean Energizer Holdings, Inc. a Missouri corporation, or any successor to all or substantially all of its business by merger, consolidation, purchase of assets or otherwise.
“Competition” shall mean, directly or indirectly, owning, managing, operating, controlling, being employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or rendering services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or its Affiliates is engaged or in which they have proposed to be engaged in and in which the recipient of an Award has been involved to any extent (on other than a de minimus basis) at any time during the previous one (1) year period, in any locale of any country in which the Company or its Affiliates conducts business. Competition shall not include owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business.
“Corporate Officer” shall mean any President, Chief Executive Officer, Corporate Vice President, Controller, Secretary or Treasurer of the Company, and any other officers designated as corporate officers by the Board.
“Director” shall mean any member of the Board.
“Effective Date” shall mean the effective date of the Plan, as set forth in Section X.
“Employee” shall mean any person who is employed by the Company or an Affiliate, including Corporate Officers.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Fair Market Value” of the Common Stock shall mean the closing price as reported on the Composite Tape of the New York Stock Exchange, Inc. on the date that such Fair Market Value is to be determined, or if no shares were traded on the determination date, the immediately following next day on which the Common Stock is traded, or the fair market value as determined by any other method that may be required in order to comply with or to conform to the requirements of applicable laws or regulations.
“Incentive Stock Options” shall mean Options that qualify as such under Section 422 of the Code.
“Non-Qualified Stock Options” shall mean Options that do not qualify as Incentive Stock Options.
“Option” shall mean the right, granted under the Plan, to purchase a specified number of shares of Common Stock, at a fixed price for a specified period of time.
“Other Stock Award” shall mean any Award granted under Section IV of the Plan.
“Participant” shall mean any eligible individual who has been selected by the Committee to participate in the Plan and to receive an Award under the Plan.
| | | B-2 Energizer Holdings, Inc. 2019 Proxy Statement
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“Plan” shall mean this restated Energizer Holdings, Inc. Omnibus Incentive Plan.
“Prior Plan” shall have the meaning given to it in Section I.A of this Plan.
“Restricted Stock Award” shall mean an Award of shares of Common Stock on which are imposed restrictions on transferability or other shareholder rights, including, but not limited to, restrictions which subject such Award to a “substantial risk of forfeiture” as defined in Section 83 of the Code.
“Restricted Stock Unit” shall mean a right granted under the terms of the Plan to receive shares of Common Stock or cash equal to either (i) a set number of shares of Common Stock or (ii) a number of shares of Common Stock determined under a formula or other criteria, as of specified vesting and/or payment dates.
“Stock Appreciation Right” shall mean a right granted under the terms of the Plan to receive an amount equal to the excess of the Fair Market Value of one share of Common Stock as of the date of exercise of the Stock Appreciation Right over the price per share of Common Stock specified in the Award Agreement of which it is a part.
“Stock Bonus” shall mean an Award of shares of Common Stock granted under Section IV.D of the Plan.
“Termination for Cause” shall mean, a Participant’s termination of employment with the Company or an Affiliate because of the Participant’s willful engaging in gross misconduct that materially injures the Company (as determined in good faith by the Committee), or the Participant’s conviction of a felony or a plea of nolo contendere to such a crime, provided, however, that a Termination for Cause shall not include termination attributable to (i) poor work performance, bad judgment or negligence on the part of the Participant, (ii) an act or omission believed by the Participant in good faith to have been in or not opposed to the best interests of the Company and reasonably believed by the Participant to be lawful, or (iii) the good faith conduct of the Participant in connection with a Change of Control of the Company (including opposition to or support of such Change of Control).
“Termination forGood Reason” shall mean, unless in the case of a particular Award the applicable Award Agreement states otherwise, the Participant having “good reason” to terminate a Participant’s employment or service, as defined in any existing employment, consulting or any other agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or, in the absence of such an employment, consulting or other agreement, upon the occurrence, without a Participant’s prior express written consent, of any of the following circumstances (i) a material diminution in the Participant’s base compensation, (ii) a material diminution in the Participant’s authority, duties, or responsibilities, (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that a Participant report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation), (iv) a material diminution in the budget over which the Participant retains authority, (v) a material change in the geographic location at which the Participant must perform the services, and (vi) any other action or inaction that constitutes a material breach by the Company or an Affiliate of the agreement under which the Participant provides services, provided the Participant provides written notice to the Company of the existence of the condition described in this section within 30 days of the initial existence of the condition, and provided further that the Company or an Affiliate does not remedy such condition within 30 days of receipt of such notice.
C.Scope of Plan and Eligibility
Any Employee selected by the Committee, any member of the Board, and consultants and advisors to the Company or an Affiliate selected by the Committee shall be eligible for any Award contemplated under the Plan.
D.Authorization and Reservation
1. Subject to Section IX.F, the aggregate number of shares of Common Stock available for grants of Awards under the Plan from and after the Effective Date shall not exceed the sum of (i) 6,500,000 shares of Common Stock plus, (ii) one (1) share of Common Stock for every one (1) share of Common Stock available for award under the Prior Plan as of the date November 29, 2019. The reserves may consist of authorized but unissued shares of Common Stock or of reacquired shares, or both. Awards other than Options and Stock Appreciation Rights will be counted against the reserve in a2-to-1 ratio.
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-3
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Any shares of Common Stock subject to an award under the Prior Plan and that expires, is forfeited, otherwise terminates, or is settled in cash, after the Effective Date, shall be added to the shares of Common Stock reserved for issuance under this Plan.
2. Other than with respect to Awards of Options or Stock Appreciation Rights, shares of Common Stock withheld by, or otherwise remitted to, the Company to satisfy an Employee’s tax withholding obligations with respect to Awards shall be deducted from the number of shares of Common Stock delivered to a Plan Participant pursuant to such Award for purposes of determining the number of shares of Common Stock acquired pursuant to the Plan. Notwithstanding any to the contrary contained herein, the following shares of Common Stock shall not be added to the shares of Common Stock authorized for grant under this Section I.D.2: (A) shares of Common Stock tendered by the Participant or withheld by the Company in payment of the purchase price of an Option or, after November 29, 2019, an option under the Prior Plan, (B) shares of Common Stock tendered by the Participant or withheld by the Company to satisfy applicable tax withholding obligations with respect to Options or Stock Appreciation Rights, or after November 29, 2019, options or stock appreciation rights under the Prior Plan, (C) shares of Common Stock subject to a Stock Appreciation Rights, or after November 29, 2019, a stock appreciation right under the Prior Plan that are not issued in connection with its stock settlement or exercise thereof, and (D) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options or, after November 29, 2019, options under the Prior Plan.
3. The following will not be applied to the share limitations of subsection 1 above: (i) dividends or dividend equivalents paid in cash in connection with outstanding Awards, (ii) any shares of Common Stock subject to an Award under the Plan which Award is forfeited, cancelled, terminated, expires or lapses for any reason, (iii) shares of Common Stock and any Awards that are granted through the settlement, assumption, or substitution of outstanding awards previously granted, or through obligations to grant future awards, as a result of a merger, consolidation,spin-off or acquisition of the employing company with or by the Company, and (iv) Awards under the Plan which are payable in cash will not be counted against the reserve unless actual payment is made in shares of Common Stock instead of cash. If an Award is to be settled in cash, the number of shares of Common Stock on which the Award is based shall not count toward the share limitations of subsection 1.
4. No fractional shares of Common Stock may be issued under this Plan. Fractional shares of Common Stock will be rounded down to the nearest whole share of Common Stock.
5. No more than 6,500,000 shares of Common Stock may be granted as Incentive Stock Options under the Plan.
E.Grant of Awards and Administration of the Plan
1. The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall determine those Employees eligible to receive Awards and the amount, type and terms of each Award, subject to the provisions of the Plan. The Board shall determine the amount, type and terms of each Award to a Director in his or her capacity as a Director, subject to the provisions of the Plan. In making any determinations under the Plan, the Committee or the Board, as the case may be, shall be entitled to rely on reports, opinions or statements of officers or employees of the Company, as well as those of counsel, public accountants and other professional or expert persons. Any such report, opinions or statements may take into account Award grant practices, including the rate of grant of Awards and any performance criteria related to such awards, at publicly traded or privately held corporations that are similar to or are industry peers with the Company. All determinations, interpretations and other decisions under or with respect to the Plan or any Award by the Committee or the Board, as the case may be, shall be final, conclusive and binding upon all parties, including without limitation, the Company, any Participant, and any other person with rights to any Award under the Plan, and no member of the Board or the Committee shall be subject to individual liability with respect to the Plan.
2. The Committee (or, in the Board’s sole discretion or in the absence of the Committee, the Board) shall administer the Plan and, in connection therewith, it shall have full power and discretionary authority to: (i) construe and interpret the Plan, (ii) establish rules and regulations with respect to the Plan’s operations and Awards, (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection with, Awards, (iv) determine the terms and conditions of any Award, (v) determine whether and to what extent, and under what circumstances Awards may be settled or exercised in cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, cancelled, forfeited or suspended, (vi) determine whether, to what extent and under what circumstances the
| | | B-4 Energizer Holdings, Inc. 2019 Proxy Statement
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delivery of cash, shares of Common Stock, other securities, other Options, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee, (vii) accelerate the exercisability of any Option or Stock Appreciation Right and to remove any restriction on any Award, (viii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (ix) establish, amend, suspend, or waive such rules and regulations, (x) appoint such agents as it shall deem appropriate for the proper administration of the Plan, (xi) perform all other acts it believes reasonable and proper, including the power to delegate responsibility to others to assist it in administering the Plan, to the extent permitted by applicable laws, and (xii) adoptsub-plans or establish special rules for grants to individuals outside the U.S. To the extent, however, that such construction and interpretation or establishment of rules and regulations relates to or affects any Awards granted to a Director in his or her capacity as a Director, the Board must ratify such construction, interpretation or establishment.
3. The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish, suspend or supersede the Committee at any time and revest in the Board the administration of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however, caused, in the Committee. Subject to the limitations prescribed by the Plan and the Board, the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable. Any authority granted to the Committee may also be exercised by the Board or another committee of the Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. Without limiting the generality of the foregoing, to the extent the Board has delegated any authority under this Plan to another committee of the Board, such authority shall not be exercised by the Committee unless expressly permitted by the Board in connection with such delegation.
4. During the term of the Plan, (i) the aggregate number of shares of Common Stock that may be the subject of performance-based Awards that may be granted to a Participant during any one fiscal year may not exceed 1,000,000 or, in the event such Award is paid in cash, the equivalent cash value thereof on the date of vesting, and (ii) the aggregate number of shares of Common Stock that may be the subject of time-based Awards that may be granted to a Participant during any one fiscal year may not exceed 1,000,000 or, in the event such Award is paid in cash, the equivalent cash value thereof on the date of vesting. The maximum amount that can be paid to any Participant in any one fiscal year pursuant to a Cash Bonus Award shall be $10,000,000. The maximum number of shares with regard to which Options and Stock Appreciation Rights may be granted to any individual during any one fiscal year is 1,000,000. These amounts are subject to adjustment as provided in Section IX.F. below. Awards granted in a fiscal year but cancelled during that same year will continue to be applied against the annual limit for that year, despite cancellation. Awards granted under the Plan shall be evidenced in the manner prescribed by the Committee from time to time pursuant to an Award Agreement. The Committee may require that a recipient execute and deliver, through written or electronic means, his or her acceptance of the Award.
5. Other than Awards to Directors, Awards settled in shares of Common Stock shall have a minimum vesting or exercise schedule of not less than a one (1) year period, provided, that the Committee can grant Awards of up to 5% of the shares authorized under the Plan with a shorter vesting or exercise period. The foregoing limitations do not preclude Awards that vest or become exercisable earlier due to (i) circumstances such as death, retirement, or involuntary termination of employment, (ii) the achievement of performance objectives over a period of at least one (1) year, or (iii) a determination by the Company for regulatory or other considerations to provide an equity award in excess of that which would have been awarded to the individual under the cash equity policy in effect for the performance year.
II. Stock Options
A.Description
The Committee may grant Incentive Stock Options and/orNon-Qualified Stock Options to Employees eligible to receive Awards under the Plan. The Board may grantNon-Qualified Stock Options to Directors under the Plan.
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-5
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B.Terms and Conditions
1. Each Option shall have such terms and conditions as the Committee, or in the case of Awards granted to Directors, the Board, may determine, subject to the provisions of the Plan.
2. The option price of shares of Common Stock subject to any Option shall not be less than the Fair Market Value of the Common Stock on the date that the Option is granted.
3. The Committee, or in the case of Awards granted to Directors, the Board, shall determine the vesting schedules and the terms, conditions and limitations governing exercisability of Options granted under the Plan. Unless accelerated in accordance with its terms, an Option may not be exercised until a period of at least one (1) year has elapsed from the date of grant, and the term of any Option granted hereunder shall not exceed ten years.
4. The purchase price of any shares of Common Stock pursuant to exercise of any Option must be paid in full upon such exercise. The payment shall be made in cash, in United States dollars, by tendering shares of Common Stock owned by the Participant (or the person exercising the Option), through Net Exercise or Swap Exercise, each as described below, or any other means approved by the Committee prior to the date such Option is exercised.
Subject to any additional tax withholding provided for in Section IX.I., any individual electing a “Net Exercise” of an Option shall receive upon such net exercise a number of shares of Common Stock equal to the aggregate number shares of Common Stock being purchased upon exercise less the number of shares of Common Stock having a Fair Market Value equal to the aggregate purchase price of the shares of Common Stock as to which theNon-Qualified Stock Option is being exercised.
Subject to any additional tax withholding provided for in Section IX.I., any individual electing a “Swap Exercise” shall pay the purchase price of the Option by tendering shares of Common Stock owned by such individual prior to exercising the Option with a Fair Market Value equal to the exercise of the Option.
5. The terms and conditions of any Incentive Stock Options granted hereunder shall be subject to and shall be designed to comply with, the provisions of Section 422 of the Code, and any other administrative procedures adopted by the Committee from time to time. Incentive Stock Options may not be granted to any person who is not an Employee at the time of grant. To the extent that the aggregate Fair Market Value (determined at the time an Incentive Stock Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year under all incentive stock option plans of the Company exceeds $100,000, the Options in excess of such limit shall be treated asNon-Qualified Stock Options. If, at the time an Incentive Stock Option is granted, the Employee recipient owns (after application of the rules contained in Section 424(d) of the Code, or its successor provision) shares of Common Stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or its subsidiaries, (a) the option price for such Incentive Stock Option shall be at least 110% of the Fair Market Value of the shares of Common Stock subject to such Incentive Stock Option on the date of grant and (b) such Option shall not be exercisable after the date five years from the date such Incentive Stock Option is granted. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including any sale) of such Common Stock before the later of (i) two years after the Date of Grant of the Incentive Stock Option or (ii) one (1) year after the date the Participant acquired the Stock by exercising the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.
6. In no event shall dividends or dividend equivalents (whether paid in cash or shares of Common Stock) be paid with respect to any Award of Options.
| | | B-6 Energizer Holdings, Inc. 2019 Proxy Statement
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III. Stock Appreciation Rights
The Committee, or in the case of Awards granted to Directors, the Board, may, in its discretion, grant Stock Appreciation Rights to Participants. Subject to the provisions of the Plan, the Committee or Board in its sole discretion shall determine the terms and conditions of the Stock Appreciation Rights. Such terms and conditions shall be set forth in a written Award Agreement. Each Stock Appreciation Right shall entitle the holder thereof to elect, prior to its cancellation or termination, to exercise such unit or option and receive either cash or shares of Common Stock, or both, as the Committee or Board may determine, in an aggregate amount equal in value to the excess of the Fair Market Value of the Common Stock on the date of such election over the Fair Market Value on the date of grant of the Stock Appreciation Right; except that if an Option is amended to include Stock Appreciation Rights, the designated Fair Market Value in the applicable Award Agreement may be the Fair Market Value on the date that the Option was granted. The term of any Stock Appreciation Right granted hereunder shall not exceed ten years. The Committee or Board may provide that a Stock Appreciation Right may only be exercised on one or more specified dates. Stock Appreciation Rights may be granted on a “free-standing” basis or in conjunction with all or a portion of the shares of Common Stock covered by an Option. In addition to any other terms and conditions set forth in the Award Agreement, Stock Appreciation Rights shall be subject to the following terms: (i) Stock Appreciation Rights, unless accelerated in accordance with their terms, may not be exercised within the first year after the date of grant, (ii) the Committee or Board, as the case may be, may, in its sole discretion, disapprove an election to surrender any Stock Appreciation Right for cash in full or partial settlement thereof, provided that such disapproval shall not affect the recipient’s right to surrender the Stock Appreciation Right at a later date for shares of Common Stock or cash, and (iii) no Stock Appreciation Right may be exercised unless the holder thereof is at the time of exercise a Participant that has been in continuous service with the Company or any Affiliate since the date the Stock Appreciation Right was granted, except that the Committee or Board may permit the exercise of any Stock Appreciation Right for any period following the recipient’s termination of service or retirement or resignation from the Board, not in excess of the original term of the Award, on such terms and conditions as it shall deem appropriate and specify in the related Award Agreement.
In no event shall dividends or dividend equivalents (whether paid in cash or shares of Common Stock) be paid with respect to any Award of Stock Appreciation Rights.
IV. Other Stock Awards
In addition to Options, the Committee or, in the case of Awards granted to Directors, the Board, may grant Other Stock Awards to Participants payable in Common Stock or cash, upon such terms and conditions as the Committee or Board may determine, subject to the provisions of the Plan. Other Stock Awards may include, but are not limited to, the following types of Awards:
A.Restricted Stock Awards and Restricted Stock Units
1. The Committee or, in the case of Awards granted to a Director in his or her capacity as Director, the Board, may grant Restricted Stock Awards to Participants, each of which consists of a grant of shares of Common Stock subject to specified vesting conditions, or Restricted Stock Units, each of which is the right to receive shares of Common Stock or the cash equivalent (or combination of Common Stock and cash) following satisfaction of specified vesting conditions. The terms and conditions applicable to such an Award shall be set forth in an Award Agreement.
2. The shares of Common Stock granted will be restricted and may not be sold, pledged, transferred or otherwise disposed of until the lapse or release of restrictions in accordance with the terms of the Award Agreement and the Plan. Prior to the lapse or release of restrictions, all shares of Common Stock which are the subject of a Restricted Stock Award are subject to forfeiture in accordance with Section VII of the Plan. During the restricted period, Restricted Stock may not be sold, assigned, transferred or otherwise disposed of, or mortgaged, pledged or otherwise encumbered. In order to enforce the limitations imposed upon the Restricted Stock Awards, the Committee may (i) cause a legend or legends to be placed on any certificates evidencing such Restricted Stock, and/or (ii) cause “stop transfer” instructions to be issued, as it deems necessary or appropriate. Each Participant granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Committee, if applicable, and
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-7
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(B) the appropriate blank stock power with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions set forth herein, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock.
3. Restricted Stock Units that become payable in accordance with their terms and conditions shall be settled in cash, shares of Common Stock, or a combination of cash and shares, as determined by the Committee and set forth in an Award Agreement. Any person who holds Restricted Stock Units shall have no ownership interest in the shares of Common Stock to which the Restricted Stock Units relate unless and until payment with respect to such Restricted Stock Units is actually made in shares of Common Stock. The payment date shall with respect to Restricted Stock Units be set forth in the applicable Award Agreement. Restricted Stock Units may not be sold, assigned or transferred during the restricted period.
4. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an Award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied and the Award is settled (as applicable). No interest shall be included in the calculation of such additional cash payment. In no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on vested Restricted Stock Awards or Restricted Stock Units.
B.Stock Related Deferred Compensation
The Committee may, in its discretion, permit the deferral of payment of an Employee’s cash bonus, other cash compensation or an Award to a Participant under this Plan in the form of either Common Stock or Common Stock equivalents (with each such equivalent corresponding to a share of Common Stock), under such terms and conditions as the Committee may prescribe in the Award Agreement relating thereto or a separate election form made available to such Participant, including the terms of any deferred compensation plan under which such Common Stock equivalents may be granted. In addition, the Committee may, in any fiscal year, provide for an additional matching deferral to be credited to an Employee’s account under such deferred compensation plans. The Committee may also permit hypothetical account balances of other cash or mutual fund equivalents maintained pursuant to such deferred compensation plans to be converted, at the discretion of the participant, into the form of Common Stock equivalents, or to permit Common Stock equivalents to be converted into account balances of such other cash or mutual fund equivalents, upon the terms set forth in such plans as well as such other terms and conditions as the Committee may, in its discretion, determine. The Committee may, in its discretion, determine whether any deferral in the form of Common Stock equivalents, including deferrals under the terms of any deferred compensation plans of the Company, shall be paid on distribution in the form of cash or in shares of Common Stock. To the extent Code Section 409A is applicable, all actions pursuant to this Section IV must satisfy the requirements of Code Section 409A and the regulations and guidance thereunder, including but not limited to the following:
1. A Participant’s election to defer must be filed at such time as designated by the Committee, but in no event later than the December 31 preceding the first day of the calendar year in which the services are performed which relate to the compensation or Award being deferred. An election may not be revoked or modified after such December 31. However, notwithstanding the previous two sentences, if the compensation or Award is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right to the compensation or Award, the Committee may permit a Participant to file an election on or before the 30th day after the Participant obtains the legally binding right to the compensation or Award, provided that the election is filed at least 12 months in advance of the earliest date at which the forfeiture condition could lapse.
2. A Participant’s election to defer must include the time and form of payment, within the parameters made available by the Committee, and such timing of payment must comply with the permitted payment events under Code Section 409A.
| | | B-8 Energizer Holdings, Inc. 2019 Proxy Statement
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C.Performance-Based Other Stock Awards
The payment under any Other Stock Award that the Committee or Board determines shall be a performance-based Award (hereinafter “Target Award”) shall be contingent upon the attainment of one or morepre-established performance goals established by the Committee in writing while the attainment of any performance-based goal under the granted Target Award remains substantially uncertain. Such performance goals may be based upon one or more performance-based criteria, including but not limited to: (i) earnings per share, net earnings per share or growth in such measures, (ii) revenue, net revenue, income, net income or growth in revenue or income (all either before or after taxes), (iii) return measures (including, but not limited to, return on assets, capital, investment, equity, revenue or sales), (iv) cash flow return on investments which equals net cash flows divided by owners’ equity, (v) controllable earnings (a division’s operating profit, excluding the amortization of goodwill and intangible assets, less a charge for the interest cost for the average working capital investment by the division), (vi) operating earnings or net operating earnings, (vii) costs or cost control measures, (viii) share price (including, but not limited to, growth measures), (ix) total shareholder return (stock price appreciation plus dividends), (x) economic value added, (xi) EBITDA, (xii) operating margin or growth in operating margin, (xiii) market share or growth in market share, (xiv) cash flow, cash flow from operations, free cash flow, or growth in such measures, (xv) sales revenue or volume or growth in such measures, (xvi) gross margin or growth in gross margin, (xvii) productivity, (xviii) brand contribution, (xix) product quality, (xx) corporate value measures, (xxi) goals related to acquisitions, divestitures or customer satisfaction, (xxii) diversity, (xxiii) index comparisons,(xxiv) debt-to-equity ordebt-to-stockholders’ equity ratio, (xxv) working capital, (xxvi) risk mitigation, (xxvii) sustainability and environmental impact, (xxviii) employee retention, (xxix) expense or expense control measures (including, but not limited to average unit cost, selling, general, and administrative expenses), and (xxx) any other objective or subjective criterion or criteria that the Committee or Board may select from time to time. Without limiting the Committee’s or Board’s authority to select any performance criteria as it deems appropriate, performance may be measured on an individual, corporate group, business unit, subsidiary, division, department, region, function, market, or consolidated basis and may be measured absolutely, relatively to the Company’s peers, or with a performance goal established by combining two or more of the preceding performance criteria (for example, free cash flow as a percentage of sales). In establishing the performance goals, the Committee or Board may provide that the performance goals will be adjusted to account for the effects of acquisitions, divestitures, extraordinary dividends, stocksplit-ups, stock dividends or distributions, issuances of any targeted stock, recapitalizations, warrants or rights issuances or combinations, exchanges or reclassifications with respect to any outstanding class or series of Common Stock, or a corporate transaction, such as any merger of the Company with another corporation, any consolidation of the Company and another corporation into another corporation, any separation of the Company or its business units (including a spinoff or other distribution of stock or property by the Company), any reorganization of the Company (whether or not such reorganization comes within the definition of such term in Code Section 368) or any partial or complete liquidation by the Company, or sale of all or substantially all of the assets of the Company, or exclusion ofnon-consolidated subsidiaries, or measures intended to account for variations in the exchange rate between foreign currencies and budgeted exchange rates, or other extraordinary items, or any other event or circumstance the Committee or Board deems appropriate. Unless otherwise specifically provided by the Committee or Board when authorizing an Award, all performance-based criteria, including any adjustments described in the preceding sentence, shall be determined by applying U.S. generally accepted accounting principles, as reflected in the Company’s audited financial statements.
The Committee or Board, in its discretion, may adjust an earned Target Award. Before payments are made under a Target Award, the Committee or Board shall certify in writing that the performance goals justifying the payment under the Target Award have been met. In no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on the vested portion of Target Awards for which the applicable performance goals are achieved.
D.Stock Bonus Awards
Subject to the minimum vesting requirements set forth in Section I.E.5, the Committee or Board may issue unrestricted Stock, or other Awards denominated in Stock, including and without limitation, fully-vested deferred stock units, under the Plan to Participants, alone or in tandem with other Awards, in such amounts and subject to such terms and conditions as the Committee or Board shall from time to time in its sole discretion determine. A Stock Bonus Award under the Plan shall be granted as, or in payment of, a bonus, or to provide incentives or recognize special achievements or contributions.
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-9
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V. Cash Bonus Awards
The Committee shall have the authority to make an Award of a cash bonus to any Participant. Any such Award may be subject to a performance period, performance goals or such other terms and conditions as the Committee may designate in the applicable Award Agreement.
VI. Director Compensation Limitation
Notwithstanding any provision in this Plan to the contrary, the maximum number of shares of Common Stock subject to Awards granted during a single calendar year to anynon-employee Director, taken together with any cash fees paid during the calendar year to thenon-employee Director in respect of such Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not have an aggregate Fair Market Value determined on the date on which the applicable Award is granted in excess of $1,000,000.
VII. Forfeiture of Awards
A.Forfeiture Events
Unless the Committee, or in the case of a Director, the Board, shall have determined otherwise in an Award Agreement, the recipient of any Award pursuant to the Plan shall forfeit the Award, to the extent not then payable or exercisable, upon the occurrence of any of the following events, subject to compliance with any applicable local laws:
1. The recipient is Terminated for Cause.
2. The recipient voluntarily terminates his or her employment, except as otherwise provided in the Award Agreement or the Participant’s Termination for Good Reason, as described in Section IX.G.
3. The recipient engages in Competition with the Company or any Affiliate.
4. The recipient engages in any activity or conduct contrary to the best interests of the Company or any Affiliate, including, but not limited to, conduct that breaches the recipient’s duty of loyalty to the Company or an Affiliate or that is materially injurious to the Company or an Affiliate, monetarily or otherwise. Such activity or conduct may include, without limitation: (i) disclosing or misusing any confidential information pertaining to the Company or an Affiliate, (ii) any attempt, directly or indirectly, to induce any Employee of the Company or any Affiliate to be employed or perform services elsewhere, or (iii) any direct or indirect attempt to solicit, or assist another employer in soliciting, the trade of any customer or supplier or prospective customer of the Company or any Affiliate. Notwithstanding the foregoing, nothing herein prohibits a recipient from (A) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, (B) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations, or (C) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange.
B.Additional/Waiver of Conditions
The Committee or the Board, as the case may be, may include in any Award Agreement any additional or different conditions of forfeiture it may deem appropriate, and may waive any condition of forfeiture stated above or in the Award Agreement.
C.Effect of Forfeiture
In the event of forfeiture, the recipient shall lose all rights in and to portions of the Award which are not vested or which are not exercisable. Except in the case of Restricted Stock Awards as to which restrictions have not lapsed and subject to Section IX.Q, this provision, however, shall not be invoked to require any recipient to transfer to the Company any Common Stock or cash already received under an Award.
D.Committee/Board Discretion
Such determinations as may be necessary for application of this Section, including any grant of authority to others to make determinations under this Section, shall be at the sole discretion of the Committee, or in the case of Awards granted to Directors, of the Board, and such determinations shall be conclusive and binding.
| | | B-10 Energizer Holdings, Inc. 2019 Proxy Statement
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VIII. Beneficiary Designation; Death of Awardee
A.Beneficiary Designation
If permitted by the Committee, an Award recipient may file with the Committee a written designation of a beneficiary or beneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries as the Committee may from time to time prescribe) to exercise, in the event of the death of the recipient, an Option or Stock Appreciation Right, or to receive, in such event, any other Awards. The Committee reserves the right to review and approve beneficiary designations and/or require that a particular form be used to be effective with respect to an Award. A recipient may from time to time revoke or change any such designation of beneficiary and any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise. However, if the Committee shall be in doubt as to the right of any such beneficiary to exercise any Option or Stock Appreciation Right, or to receive any other Award, the Committee may determine to recognize only an exercise by, or right to receive of, the legal representative of the recipient, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.
B.Recipient’s Death
Upon the death of an Award recipient, the following rules shall apply:
1. An Option, to the extent exercisable on the date of the recipient’s death, may be exercised at any time within three years after the recipient’s death, but not after the expiration of the term of the Option. The Option may be exercised by the recipient’s designated beneficiary (to the extent there is a beneficiary designation on file which the Committee has allowed) or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution, or by the transferee of the Option in accordance with the provisions of Section IX.A.
2. In the case of any Stock Appreciation Right or any other Award, any shares of Common Stock or cash payable shall be determined as of the date of the recipient’s death, in accordance with the terms of the Award Agreement, and the Company shall issue such shares of Common Stock or pay such cash to the recipient’s designated beneficiary or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution.
IX. Other Governing Provisions
A.Transferability
Except as otherwise provided herein, no Award shall be transferable other than by beneficiary designation, will or the laws of descent and distribution, and any right granted under an Award may be exercised during the lifetime of the holder thereof only by the Award recipient or by his/her guardian or legal representative; provided, however, that an Award recipient may be permitted, in the sole discretion of the Committee, to transfer to a member of such recipient’s immediate family, family trust or family partnership as defined by the Committee or its delegee, an Option, other than an Incentive Stock Option, subject to such terms and conditions as the Committee, in their sole discretion, shall determine.
B.Rights as a Shareholder
A recipient of an Award shall have no rights as a shareholder, with respect to any Awards or shares of Common Stock which may be issued in connection with an Award, until the issuance of a Common Stock certificate for such shares, and no adjustment other than as stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Common Stock certificate. In addition, with respect to Restricted Stock Awards, recipients shall have only such rights as a shareholder as may be set forth in the terms of the Award Agreement. Notwithstanding the previous language in this Section IX.B, in no event will dividends or dividend equivalents be paid with respect to any Award which does not vest and/or meet its performance goals. Therefore, dividends and dividend equivalents shall be paid only on the vested portion of Awards on or after the date such Awards, or portion thereof, vest.
C.General Conditions of Awards
No Employee, Director or other person shall have any rights with respect to the Plan, the shares of Common Stock reserved or in any Award, contingent or otherwise, until an Award Agreement shall have been delivered to the recipient and all of the terms, conditions and provisions of the Plan applicable to such recipient shall have been met.
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-11
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D.Reservation of Rights of Company
Neither the establishment of the Plan nor the granting of an Award shall confer upon any Employee any right to continue in the employ of the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate such employment at any time, provided in compliance with applicable local laws and individual employment contracts (if any). No Award shall be deemed to be salary or compensation for the purpose of computing benefits under any employee benefit, pension or retirement plans of the Company or any Affiliate, unless the Committee shall determine otherwise, applicable local law provides otherwise or the terms of such plan specifically include such compensation.
E.Acceleration
The Committee, or, with respect to any Awards granted to Directors, the Board, may, in its sole discretion, accelerate the vesting or date of exercise of any Awards except to the extent such acceleration will result in adverse tax consequences under Code Section 409A.
F.Effect of Certain Changes
In the event of any extraordinary dividend, stocksplit-up, stock dividend,spin-off, issuance of targeted stock, recapitalization, warrant or rights issuance, or combination, exchange or reclassification with respect to the Common Stock or any other class or series of common stock of the Company, or consolidation, merger or sale of all, or substantially all, of the assets of the Company, the Committee shall cause equitable adjustments to be made to the shares reserved under Section I.D. of the Plan and the limits on Awards set forth in Section I.E.4. of the Plan, and the Committee or Board shall cause such adjustments to be made to the terms of outstanding Awards to reflect such event and preserve the value of such Awards. Any such adjustments to aNon-Qualified Stock Option or a Stock Appreciation Right shall comply with the requirements of the regulations under Code Section 409A. If any such adjustment would result in a fractional share of Common Stock being issued or awarded under this Plan, such fractional share shall be disregarded.
G.Effect of Change of Control
1. If (i) within 12 months following a Change of Control or (ii) in contemplation of a Change of Control, a Participant’s employment or service with the Company or any Affiliate is terminated by the Company or an Affiliate without Cause or by the Participant for Good Reason, all Awards held by such Participant, irrespective of the vesting schedule, shall become fully vested and immediately exercisable and, if applicable, the restricted period shall end at the time of such termination.
2. In the event of a Change of Control, all incomplete performance periods in respect of such Award in effect on the date the Change of Control occurs shall end on the date of such change, and the Committee shall (A) determine the extent to which performance goals with respect to each such Award have been met based upon such audited or unaudited financial information then available as it deems relevant, (B) cause to be paid to the applicable Participant partial or full Awards with respect to performance goals for each such Award based upon the Committee’s determination of the degree of attainment of performance goals, and (C) cause the Award, if previously deferred, to be settled in full as soon as possible.
3. In the event of a Change of Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding vested Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such vested Awards based upon the price per share of Common Stock received or to be received by other stockholders of the Company in the event.
4. In the event of a Change of Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change of Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this Section, if so determined by the Committee in its discretion, an Award denominated in shares of Common Stock shall be deemed assumed if, following the Change of Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each share of Common Stock subject to the Award immediately prior to the Change of Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change of Control was entitled (and if holders were offered a choice of consideration, the type of
| | | B-12 Energizer Holdings, Inc. 2019 Proxy Statement
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consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each share of Common Stock subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Common Stock pursuant to the Change of Control. Any Award or portion thereof which is not assumed, continued or substituted as provided herein by the Acquiror in connection with the Change of Control, irrespective of the vesting schedule, shall become fully vested and immediately exercisable and, if applicable, the restricted period shall end as of the time of consummation of the Change of Control.
5. In the event any payment(s) or the value of any benefit(s) received or to be received by a Participant in connection with or contingent upon a Change of Control (whether received or to be received pursuant to the terms of the Plan or any Award Agreement or of any other plan, arrangement or agreement of the Company, its successors, any person whose actions result in a Change of Control, or any person affiliated with any of them (or which, as a result of the completion of the transaction(s) causing a Change of Control, will become affiliated with any of them) (collectively, the “Payments”)), are determined, under the provisions of this subsection to be subject to an excise tax imposed by Code Section 4999 (any such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), as determined in this subsection, then the Company shall reduce the aggregate amount of the Payments payable to the Participant such that no Excise Tax shall be payable by the Participant and the Payments shall not cease to be deductible by the Company by reason of Code Section 280G (or any successor provision thereto). Notwithstanding the foregoing, the Company shall not reduce the aggregate amount of the Payments payable to the Participant pursuant to the foregoing sentence if theAfter-Tax Amount (as defined below) of the unreduced Payments is greater than theAfter-Tax Amount that would have been paid had the Payments been reduced pursuant to the foregoing sentence. For purposes of this Agreement “After-Tax Amount” means the portion of a specified amount that would remain after payment of all Excise Taxes (if any), income taxes, payroll and withholding taxes, and other applicable taxes paid or payable by Participant in respect of such specified amount.
If there is a determination that the Payments payable to Participant must be reduced pursuant to the immediately preceding paragraph, the Company shall promptly give Participant notice to that effect and a copy of the detailed calculation thereof and of the amount to be reduced. The Participant may then elect which and how much the Payments shall be eliminated or reduced as long as (i) the first such Payments to be reduced are not considered “deferred compensation” within the meaning of Code Section 409A (if any), (ii) if Payments described in clause (i) are exhausted and additional reductions are necessary, any cash Payments are reduced next, and (iii) after such election the aggregate present value of the Payments equals the largest amount that would both (A) not cause any Excise Tax to be payable by the Participant, and (B) not cause any Payments to become nondeductible by the Company by reason of Code Section 280G (or any successor provision thereto). The Participant shall advice the Company in writing of the Participant’s election within ten (10) days of the Participant’s receipt of such notice from the Company. Notwithstanding the foregoing, if no election is made by the Participant within theten-day period, the Company may elect which and how much of the Payments shall be eliminated or reduced as long (1) the first such payments to be reduced are not considered “deferred compensation” within the meaning of Code Section 409A (if any), (2) if Payments described in clause (1) are exhausted and additional reductions are necessary, any cash Payments are reduced next, and (3) after such election the aggregate present value of the Payments equals the largest amount that would both (A) not cause any Excise Tax to be payable by the Participant, and (B) not cause any Payments to become nondeductible by the Company by reason of Code Section 280G (or any successor provision thereto). For purposes of this paragraph, present value shall be determined in accordance with Code Section 280G(d)(4).
All determinations required to be made under this subsection, including whether the aggregate amount of Payments shall be reduced, and the assumptions to be utilized in arriving at such determinations, shall be made by the certified public accountants regularly employed by the Company immediately prior to the Change of Control transaction (“Accounting Firm”). Any determination by the Accounting Firm shall be binding upon the Company and Participant and shall be made within sixty (60) days immediately following the event constituting the Change of Control transaction. As promptly as practicable following such determination, the Company shall pay to or distribute for the benefit of the Participant such Payments as are then due to the Participant under this Plan and applicable Award Agreement.
At the time of the initial determination by the Accounting Firm, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Participant pursuant to this Plan which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Participant pursuant to this Plan could have been so paid or distributed (“Underpayment”), in each
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-13
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case, consistent with the calculation hereunder. In the event that the Accounting Firm, based either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant which the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Participant shall be treated for all purposes as a loan ab initio to the Participant which the Participant shall repay to the Company together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2); provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Participant to the Company if and to the extent (i) such deemed loan and payment would not either reduce the amount on which the Participant is subject to tax under Code Section 1 and Code Section 4999 or generate a refund of such taxes or (ii) the Participant is subject to the prohibition on personal loans under Section 402 of the Sarbanes-Oxley Act of 2002. In the event that the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Participant together with interest at the applicable Federal rate provided for in Code Section 7872(f)(2).
6. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The Company agrees that it will make appropriate provisions for the preservation of Participants’ rights under the Plan in any agreement or plan which it may enter into or adopt to effect any such merger, consolidation, reorganization or transfer of assets.
H.Repricing
Without the prior approval of the Company’s shareholders, the Company will not affect a “repricing” (as defined below) of any Options, Stock Appreciation Right, or Other Stock Awards granted under the terms of the Plan. For purposes of the immediately preceding sentence, a “repricing” shall be deemed to mean any of the following actions or any other action having the same effect: (i) the lowering of the purchase price of an Option, Stock Appreciation Right, or Other Stock Award after it is granted, (ii) the cancelling of an Option, Stock Appreciation Right, or Other Stock Award in exchange for another Option, Stock Appreciation Right, or Other Stock Award at a time when the purchase price of the cancelled Option, Stock Appreciation Right, or Other Stock Award exceeds the Fair Market Value of the underlying Common Stock (unless the cancellation and exchange occurs in connection with a merger, acquisition,spin-off or other similar corporate transaction), (iii) the purchase of an Option, Stock Appreciation Right, or Other Stock Award for cash or other consideration at a time when the purchase price of the purchased Option, Stock Appreciation Right, or Other Stock Award exceeds the Fair Market Value of the underlying Common Stock (unless the purchase occurs in connection with a merger, acquisition,spin-off or other similar corporate action), or (iv) an action that is treated as a repricing under generally accepted accounting principles.
I.Withholding of Taxes
The Company and its Affiliates shall satisfy any federal, state, foreign or local income tax, social insurance contributions, payment on account or other withholding obligations (“Tax Withholdings”) resulting from recipients’ participation in the Plan by any of the following means as determined by the Committee, in its discretion: (i) by reducing the number of shares of Common Stock otherwise payable under such Awards to the extent the Awards are settled in shares, (ii) by withholding from recipient’s salary, compensation or other payments made to him or her, (iii) by requiring recipient to make a cash payment to the Company or one of its Affiliates in advance of receiving shares or cash pursuant to the Award, (iv) withholding from the cash settlement to the extent the Award is settled in cash, (v) selling shares of Common Stock on the market either through a cashless exercise transaction or other sale on the market, or (vi) any other means set forth in the Award Agreement.
In the event that the number of shares of Common Stock otherwise payable are reduced in satisfaction of tax obligations, such number of shares shall be calculated by reference to the Fair Market Value of the Common Stock on the date that such taxes are determined.
With respect to Corporate Officers, Directors or other recipients subject to Section 16(b) of the Exchange Act, the Committee, or, with respect to Awards granted to Directors, the Board, may impose such other conditions on the recipient’s election as it deems necessary or appropriate in order to exempt such withholding from the penalties set forth in said Section.
| | | B-14 Energizer Holdings, Inc. 2019 Proxy Statement
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J.No Warranty of Tax Effect
No opinion is expressed nor warranties made as to the tax effects under federal, foreign, state or local laws or regulations of any Award granted under the Plan. Regardless of whether Awards are intended to qualify for favorable tax treatment, the Company does not warrant or represent that such treatment will be available.
K.Amendment and Termination of Plan
Except as otherwise provided in this Section IX.K, the Board may, from time to time, amend, suspend or terminate the Plan in whole or in part, and if terminated, may reinstate any or all of the provisions of the Plan, except that (i) no amendment, suspension or termination may apply to the terms of any outstanding Award (contingent or otherwise) granted prior to the effective date of such amendment, suspension or termination, in a manner which would reasonably be considered to be adverse to the recipient, without the recipient’s consent, (ii) except as provided in Section IX.F., no amendment may be made to increase the number of shares of Common Stock reserved under Section I.D. of the Plan, (iii) except as provided in Section IX.F., no amendment may be made to increase the limitations set forth in Section I.E.4. of the Plan, and (iv) no amendment that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or quotation system upon which the Common Stock may then be listed or quoted shall be made without obtaining such stockholder approval.
To the extent a portion of the Plan is subject to Code Section 409A, the Board may terminate the Plan, and distribute all vested accrued benefits, without consent from affected Award recipients, subject to the restrictions set forth in Treasury Regulation§1.409A-3(j)(4). A termination of any portion of the Plan that is subject to Code Section 409A must comply with the provisions of Code Section 409A and the regulations and guidance promulgated thereunder, including, but not limited to, restrictions on the timing of final distributions and the adoption of future deferred compensation arrangements.
L.Construction of Plan
The place of administration of the Plan shall be in the State of Missouri and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Missouri, without giving regard to the conflict of laws provisions thereof.
M.Choice of Law/Venue
The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be determined in accordance with the laws of the State of Missouri without giving effect to its choice of law provisions. Any legal action against the Plan, the Company, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.
N.Unfunded Nature of Plan
The Plan, insofar as it provides for cash payments, shall be unfunded, and the Company shall not be required to segregate any assets which may at any time be awarded under the Plan. Any liability of the Company to any person with respect to any Award under the Plan shall be based solely upon any contractual obligations which may be created by the terms of any Award Agreement entered into pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.
O.Successors
All obligations of the Company under the Plan, with respect to any Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.
P.Code Section 409A
It is intended that any amounts payable under this Plan shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject a Participant to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Plan shall be
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-15
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modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Participant. In no event shall the Company, any member of the Board, or any employee, agent or other service provider have any liability to any Participant for any tax, fine or penalty associated with any failure to comply with the requirements of Code Section 409A.
To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan or any Award Agreement providing for the payment of any amounts upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Plan and any Award Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If a Participant is deemed on the date of a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment or the provision of any benefit that is “nonqualified deferred compensation” within the meaning of Code Section 409A and which is paid as a result of the Participant’s “separation from service,” such payment or benefit shall not be made or provided prior to the date which is the earlier of (i) the expiration of thesix-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
For purposes of Code Section 409A, the Participant’s right to receive any installment payments pursuant to this Plan or any Award Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under the Plan or any Award Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
Q.Clawback andNon-Competition
Notwithstanding any other provisions of this Plan, any Award will be subject to such deductions and clawback as may be required to be made pursuant to any law, government regulation or stock exchange listing requirement, or any policy adopted by the Company. In addition and notwithstanding any other provisions of this Plan, any Award shall be subject to suchnon-competition provisions under the terms of the Award Agreement or any other agreement or policy adopted by the Company, including, without limitation, any such terms providing for immediate termination and forfeiture of an Award if and when the recipient becomes an employee, agent or principal of an entity engaging in Competition with the Company.
R.Hedging and Pledging
Notwithstanding any other provisions of this Plan, an Award will be subject to any Company policy that the Company may adopt and/or amend from time to time regarding the hedging or pledging (or any similar transaction) of Company securities.
S.Sub-Plans
The Committee may from time to time establishsub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other laws of various jurisdictions in which the Company intends to grant Awards. Anysub-plans shall contain such limitations and other terms and conditions as the Committee determines are necessary or desirable. Allsub-plans shall be deemed a part of the Plan, but eachsub-plan shall apply only to the Participants in the jurisdiction for which thesub-plan was designed.
T.Non-Uniform Treatment
The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to makenon-uniform and selective determinations, amendments and adjustments and to enter intonon-uniform and selective Award Agreements.
| | | B-16 Energizer Holdings, Inc. 2019 Proxy Statement
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U.Employees Employed in Foreign Jurisdictions
In order to enable participants who are foreign nationals or employed outside the United States, or both, to receive Awards under the Plan, the Committee may adopt such amendments, administrative policies,sub-plans and the like as are necessary or advisable, in the opinion of the Committee, to effectuate the purposes of the Plan and achieve favorable tax treatment or facilitate compliance under the laws of the applicable foreign jurisdiction without otherwise violating the terms of the Plan. Therefore, to the extent the Committee determines that the restrictions imposed by this Plan preclude the achievement of material purposes of the Awards in jurisdictions outside of the United States, the Committee has the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.
V.Substitute Awards
Awards may be granted under this Plan from time to time in substitution for Awards held by employees of other corporations who are about to become Employees, or whose employer is about to become an Affiliate, as the result of a merger or consolidation of the Company or an Affiliate with another corporation, the acquisition by the Company or an Affiliate of all or substantially all the assets of another corporation or the acquisition by the Company or an Affiliate of at least 50% of the issued and outstanding stock of another corporation. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Board or Committee, as applicable, at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the Awards in substitution for which they are granted, but with respect to Awards which are Incentive Stock Options, no such variation shall be permitted which affects the status of any such substitute option as an Incentive Stock Option. Notwithstanding the foregoing, in no event shall such substitution occur to the extent such substitution would cause a violation of Code Section 409A.
W.Whistleblower Provisions
Nothing contained herein prohibits the Participant from: (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, (ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations, or (iii) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange.
X. Effective Date and Term
Subject to the approval of the Company shareholders, this Plan shall be effective November 11, 2019. Upon termination, any balances in the reserve established under Section I.D. shall be cancelled, and no Awards shall be granted under the Plan thereafter. The Plan shall continue in effect, however, insofar as is necessary, to complete all of the Company’s obligations under outstanding Awards or to conclude the administration of the Plan.
The Plan shall remain in effect until the earliest of (i) the date no additional shares of Common Stock are available for issuance under the Plan, (ii) the date the Plan has been terminated in accordance with Article IX.K, or (iii) the close of business on November 10, 2029, at which time it shall terminate. Upon termination, any balances in the reserve established under Section I.D. shall be cancelled, and no Awards shall be granted under the Plan thereafter. The Plan shall continue in effect, however, insofar as is necessary, to complete all of the Company’s obligations under outstanding Awards or to conclude the administration of the Plan.
***
As adopted by the Board of Directors of
Energizer Holdings, Inc. as of November 11, 2019
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| | Energizer Holdings, Inc. 2019 Proxy Statement B-17
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ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
SAINT LOUIS, MO 63141
ATTN: HANNAH KIM
VOTE BY INTERNET -www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information Vote by 11:59 p.m. Eastern Time on January 26, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E87278-P31125 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | | | | | | | | | | | | ENERGIZER HOLDINGS, INC. | | | | | | | | | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | | | | | | 1. | | Election of Directors: | | | | | | | | | | | | | | | | | Nominees: | | For | | Against | | Abstain | | | | | | | | | | | | 1a. | | Carlos Abrams-Rivera | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1b. | | Bill G. Armstrong | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1c. | | Cynthia J. Brinkley | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1d. | | Rebecca Frankiewicz | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1e. | | Alan R. Hoskins | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1f. | | Kevin J. Hunt | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1g. | | James C. Johnson | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1h. | | John E. Klein | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 1i. | | Patrick J. Moore | | ☐ | | ☐ | | ☐ | | | | | | | | Please indicate if you plan to attend this meeting. | | ☐ | | ☐ | | | | | | | | | | | Yes | | No | | | | | | | 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. |
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| Energizer Holdings, Inc. 2021 Proxy Statement A-1 |
TABLE OF CONTENTS | Net sales (in millions) | | | $ 3,021.5 | | | | Reported SG&A as a percentage of Net sales | | | 16.1% | | | | | | | | | | Reported SG&A (in millions) | | | $487.2 | | | | | | | | | | Acquisition and integration costs | | | (40.0) | | | | | | | | Acquisition earn out | | | (3.4) | | | | | | | | Adjusted SG&A | | | $443.8 | | | | | | | | Adjusted SG&A as a Percentage of Net Sales | | | 14.7% | |
| Earnings before income taxes (in millions) | | | $ 154.2 | | | | | | | | Other items, net | | | (2.9) | | For
| | Against | | Abstain | | Interest expense | 1j. Nneka L. Rimmer | | 161.8 | | ☐ | | ☐ | | ☐ | | | | Loss on extinguishment of debt | | | 103.3 | | | | Acquisition and integration costs (in SG&A, COGS and R&D) | 1k. Robert V. Vitale | | 74.8 | | ☐ | | ☐ | | ☐ | | | | Acquisition earn out (in SG&A) | | | 3.4 | | The Board of Directors recommends you vote FOR proposals 2, 3 and 4. | Adjusted Operating Profit | For | | Against
$ 494.6 | | Abstain
| | | | | | | 2. | | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2020. | | ☐ | | ☐ | | ☐ | | | | | | | | | 3. | | Advisory, non-binding vote on executive compensation. | | ☐ | | ☐ | | ☐ | | | | | | | | | 4. | | Approval of Omnibus Incentive Plan. | | ☐ | | ☐ | | ☐ | | | | | | | | | NOTE:To act upon such other matters as may properly come before the meeting. | | | | | | | | | | |
| Net cash from operating activities | | | $ 142.1 | | | $ 389.3 | | | $ 179.7 | | | Capital expenditures | | | (55.1) | | | (65.3) | | | (64.9) | | | Proceeds from sales of assets | | | 0.2 | | | 6.4 | | | 5.7 | | | Free Cash Flow - Subtotal | | | $87.2 | | | $ 330.4 | | | $ 120.5 | | | Acquisition and integration related payments | | | 159.2 | | | 33.7 | | | 48.3 | | | Integration related capital expenditures | | | 9.8 | | | 41.0 | | | 34.7 | | | Adjusted Free Cash Flow | | | $ 256.2 | | | $ 405.1 | | | $ 203.5 | |
A-2 Energizer Holdings, Inc. 2021 Proxy Statement | | | | | | | | | | | | | | | | | | Signature (Joint Owners) | | Date | | | | | | |
2020 ANNUAL SHAREHOLDERS’ MEETING ADMISSION TICKET
ENERGIZER HOLDINGS, INC.
2020 ANNUAL SHAREHOLDERS’ MEETING
January 27, 2020
8:00 a.m. Central Time
Energizer’s Global Headquarters
533 Maryville University Drive
St. Louis, Missouri 63141
Please present this ticket and photo identification for admittance to the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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E87279-P31125
TABLE OF CONTENTS ENERGIZER HOLDINGS, INC.
Annual Shareholders’ Meeting
January 27, 2020, 8:00 AM Central Time
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) A. Hoskins and H. Kim, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of ENERGIZER HOLDINGS, INC. that the shareholder(s) is/are entitled to vote at the Annual Shareholders’ Meeting to be held at 8:00 AM, Central Time on January 27, 2020, at Energizer’s Global 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.
Continued and to be signed on reverse side
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