Registrant’s telephone number, including area code: (i314)
i985-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, par value $.01 per share
iENR
iNew York Stock Exchange
iSeries
A Mandatory Convertible Preferred Stock, par value $.01 per share
iENR PRA
iNew York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i☐
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March
30, 2021, the Board of Directors (the "Board") of Energizer Holdings, Inc. (the "Company") elected Donal L. Mulligan as a member of the Board, effective April 1, 2021, to serve until the next annual meeting of the shareholders of the Company or until his successor is duly elected and qualified. Mr. Mulligan will serve as a member of the Board’s Audit and Finance and Oversight Committees.
Mr. Mulligan will be compensated on the same basis as all other non-management directors of the Company, as described under "The Board of Directors and Energizer’s Corporate Governance -Director Compensation" in the
Company's Proxy Statement for its 2021 Annual Meeting of Shareholders. Mr. Mulligan will receive a pro rata share of his annual director compensation for the 2021 calendar year. Mr. Mulligan will enter into an indemnification agreement with the Company, in the form previously entered into by the Company with its current directors, a copy of which was listed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020.
There are no arrangements or understandings pursuant to which Mr. Mulligan was elected as a director, and there are no related party transactions
between the Company and Mr. Mulligan reportable under Item 404(a) of Regulation S-K.
On March
29, 2021, Alan Hoskins informed the Board of his decision to retire from the Board, effective April 1, 2021. Mr. Hoskins joined the Board in July 2015 and served on the Finance and Oversight Committee. Mr. Hoskins’ decision to retire from the Board was not the result of any dispute or disagreement with the Company.
Mr. Hoskins will continue to serve as a Special Advisor to the Company pursuant to the terms of the previously filed Retirement Transition Agreement between Mr. Hoskins and Energizer Brands, LLC.
Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104
Cover Page Interactive Data File, formatted in Inline iXBRL
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
