ENERGIZER HOLDINGS, INC. (Form: 8-K, Received: 11/18/2015 17:03:49)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): November 16, 2015

ENERGIZER HOLDINGS, INC.

(Exact Name of registrant as Specified in its Charter)



Missouri (State or other jurisdiction of incorporation or organization)	001-36837 (Commission File Number)	36-4802442 (I.R.S. Employee Identification Number)

533 Maryville University Drive

St. Louis, Missouri 63141

(Address of Principal Executive Offices, Including Zip Code)

(Registrant’s Telephone Number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2015, the board of directors (the “ Board ”) of Energizer Holdings, Inc. (the “ Company ”) approved an amendment to the Company’s Equity Incentive Plan (as amended, the “ EIP ”) to expand the list of performance measures with respect to performance-based awards that may be granted under the EIP for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, as well as the permitted adjustments to those performance measures that the Nominating and Executive Compensation Committee of the Board may make.

A description of the terms of the EIP can be found in the Information Statement under the section entitled “Executive Compensation - Compensation Discussion and Analysis - Anticipated Compensation Program Design Following the Separation,” which description is incorporated by reference herein. Such description is only a summary and does not purport to be complete and is qualified in its entirety by reference to the form of EIP filed as Exhibit 10.1 and Exhibit 10.2 hereto, which exhibits are incorporated by reference.

Item 7.01 Regulation FD Disclosure

On November 16, 2015 Energizer Holdings, Inc. announced that its Board of Directors declared a quarterly dividend of twenty-five cents ($0.25) per share on its Common Stock, payable on December 16, 2015 to all shareholders of record as of the close of business on November 30, 2015. A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

ENERGIZER HOLDINGS, INC.

By: /s/ Brian K. Hamm

Chief Financial Officer

Dated: November 18, 2015



Exhibit No.	Description
10.1	Energizer Holdings, Inc. Equity Incentive Plan, incorporated by reference to Exhibit 10.4 of the Company’s Amendment No. 3 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 27, 2015.
10.2	First Amendment to the Energizer Holdings, Inc. Equity Incentive Plan
99.1	Press Released dated November 16, 2015

FIRST AMENDMENT TO THE

ENERGIZER HOLDINGS, INC.

EQUITY INCENTIVE PLAN

WHEREAS , Energizer Holdings, Inc. (“Company”) previously adopted the Energizer Holdings, Inc. Equity Incentive Plan (“Plan”);

WHEREAS , performance stock awards granted pursuant to the Plan may be contingent upon the attainment of one or more pre-established performance goals;

WHEREAS , the performance goals used to grant performance stock awards under the Plan must be based upon one or more of enumerated performance-based criteria (“Performance Criteria”);

WHEREAS , the Board of Directors of the Company (“Board”) retained the discretion to amend the terms of the Plan pursuant to Section J thereof;

WHEREAS , the Board desires to amend the Plan to expand the enumerated list of Performance Criteria with respect to which performance goals of performance stock awards may be granted under the terms of the Plan.

NOW, THEREFORE , the Plan is amended by deleting the first paragraph of Article III, Section D of the Plan and replacing it with the following:

“The payment under any Other Stock Award that the Committee or Board determines shall be a performance-based Award (as defined in Section 162(m) of the Code) (hereinafter “Target Award”) shall be contingent upon the attainment of one or more pre-established performance goals established by the Committee in writing within ninety (90) days after the commencement of the Target Award performance period (or in the case of a newly hired Employee, before 25% of such Employee’s service for such Target Award performance period has lapsed). Such performance goals will be based upon one or more of the following performance-based criteria: (a) earnings per share, net earnings per share or growth in such measures; (b) revenue, net revenue, income, net income or growth in revenue or income (all either before or after taxes); (c) return measures (including, but not limited to, return on assets, capital, investment, equity, revenue or sales); (d) cash flow return on investments which equals net cash flows divided by owners’ equity; (e) 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); (f) operating earnings or net operating earnings; (g) costs or cost control measures; (h) share price (including, but not limited to, growth measures); (i) total shareholder return (stock price appreciation plus dividends); (j) economic value added; (k) EBITDA; (l) operating margin or growth in operating margin; (m) market share or growth in market share; (n) cash flow, cash flow from operations, free cash flow, or growth in such measures; (o) sales revenue or volume or growth in such measures; (p) gross margin or growth in gross margin; (q) productivity; (r) brand contribution; (s) product quality; (t) corporate value measures; (u) goals related to acquisitions, divestitures or customer satisfaction; (v) diversity; (w) index comparisons; (x) debt-to-equity or debt-to-stockholders’ equity ratio; (y) working capital, (z) risk mitigation; (aa) sustainability and environmental impact; (bb) employee retention; or (cc) expense or expense control measures (including, but not limited to average unit cost; selling, general, and administrative expenses). 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 may provide that the performance goals will be adjusted to account for the effects of acquisitions, divestitures, extraordinary dividends, stock split-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 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 of non-consolidated subsidiaries, or measures intended to account for variations in the exchange rate between foreign currencies and budgeted exchange rates, or other extraordinary items. Unless otherwise specifically provided by the Committee 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.”

IN WITNESS WHEREOF , the Company has caused this Amendment to be executed by its duly authorized officer this Agreement as of the 16 ^th day of November, 2015.

ENERGIZER HOLDINGS, INC.

By: /s/ Benjamin Angelette



		Energizer Holdings, Inc. 533 Maryville University Dr. St. Louis, MO 63141





November 16, 2015
FOR IMMEDIATE RELEASE
		Company Contact
		Jacqueline E. Burwitz
		Vice President,
		Investor Relations
		314-985-2169

ENERGIZER HOLDINGS, INC. DECLARES DIVIDEND

FOR FIRST QUARTER OF FISCAL 2016

ST. LOUIS, November 16, 2015 Energizer Holdings, Inc. (NYSE: ENR) announced that its Board of Directors has declared a dividend for the first quarter of its fiscal 2016 of $0.25 per share of Common Stock, payable on December 16, 2015 to all shareholders of record as of the close of business on November 30, 2015.

About Energizer Holdings, Inc.

Energizer Holdings, Inc. (NYSE: ENR), headquartered in St. Louis, MO, is one of the world's largest manufacturers of primary batteries and portable lighting products and is anchored by its two globally recognized brands Energizer® and EVEREADY®. As a global leader in power solutions, our mission is to lead the charge to connect our brands, our people and the products we offer to the world better than anyone else. Visit www.energizerholdings.com for more details.