UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report: October 12, 2009
ENERGIZER
HOLDINGS, INC.
(Exact
name of Registrant as specified in its charter)
|
MISSOURI
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1-15401
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No.
43-1863181
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(State
or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
Number)
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533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS,
MO 63141
(Address
of Principal Executive
Offices) (Zip
Code)
(314)
985-2000
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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On October 12,
2009, the Nominating and Executive Compensation Committee (the “Committee”) of
the Board of Directors of the Company met and considered compensation issues
with respect to the Company’s Executive Officers.
(A) At
that meeting, the Committee approved the material terms of the Company’s 2010
Annual Cash Bonus Program, which is applicable to each of the Executive
Officers. Because the Program is pursuant to the Executive Officer Bonus Plan
approved by shareholders in January of 2006, performance-based awards under the
Program will be tax deductible under Section 162(m) of the Internal Revenue
Code. The Committee has approved a bonus pool for the Executive Officers equal
to 1.5% of operating earnings for fiscal year 2010 (defined as net earnings
before taxes, interest expense, and other financing, and not including (i)
unusual or non-recurring accounting impacts or changes in accounting standards
or treatment, (ii) unusual or non-recurring accounting treatments related to an
acquisition by the Company completed during the fiscal year, or (iii) unusual or
non-recurring non-cash asset impairment, such as non-cash write-downs of
goodwill or trade names) and may exercise its discretion following the end of
the fiscal year to reduce awards under that pool in compliance with the
following terms of the Program:
Although in
previous years, the Program was comprised of both annual and two-year potential
bonuses, the Committee has elected to eliminate the two-year bonus going
forward. The annual bonus will still be comprised of two components: a Company
performance component, based upon targeted earnings per share of the Company
(“EPS”), and an individual performance component.
The annual bonus
program will offer a potential payout expressed as a percentage of the
individual’s bonus target, which is a percentage of the individual’s base
salary. For the Executive Officers, that percentage ranges from 60% to 100%, as
noted under
(B) below. The Company performance component of the annual
bonus will continue to comprise 70% of the individual’s bonus target, and the
individual performance component will comprise 30%. The Company
performance component will continue to be paid out only if the threshold EPS
goal for fiscal 2010 (equal to final fiscal year 2009 EPS results, as adjusted)
is achieved, with payment at that threshold of 10% of the 70% of the
individual’s bonus target. Payment percentages will increase proportionately, in
1/10th of 1% increments, to 100% of the 70% if the 8% EPS goal (set at 8%
over fiscal year 2009 results, as adjusted) is achieved, and to 200% of the 70%
if the stretch EPS goal (set at 16% over fiscal year 2009 results, as adjusted)
is achieved. The individual performance component offers a payout equal to
200% of the 30% of the individual’s bonus target for a "1" rating, 150% of the
30% for a “2” rating, 110% of the 30% for a “3+” rating, 100% of the 30% for a
“3” rating, and 75% of the 30% for a "3-" rating, with no payouts, under either
the Company performance component or the individual performance component, for
ratings below that level.
(B) At
its October 12, 2009 meeting, the Committee also established the annual salaries
and bonus targets of the Executive Officers for its 2010 fiscal year. The new
annual salaries for the Executive Officers that were Named Executive Officers in
the Company’s most recently filed Proxy Statement in connection with its 2009
Annual Meeting of Shareholders, are as follows: Messrs. W. Klein, $900,000,
bonus target 100%; J. McClanathan, $490,000, bonus target 80%; D. Sescleifer,
$475,000, bonus target 80%; D. Hatfield, $490,000, bonus target 80%, Ms.
Stratmann, $375,000, bonus target 60%. A salary of $335,000 and a bonus target
of 60% was approved for Mr. Conrad.
(C)
At its October 12, 2009 meeting, the Committee granted a Performance Restricted
Stock Equivalent Award Agreement (representing approximately 70% of the total
equivalents granted) and a Restricted Stock Equivalent Award Agreement
(representing the remaining approximately 30% of the total equivalents granted)
to each of the Executive Officers, as listed on the exhibit to this filing. The
material terms of the Performance Restricted Stock Equivalent Award Agreement
are as follows:
1. Award As
of the date of the award, recipients will be credited with restricted Common
Stock equivalents (“Performance Equivalents”) which, upon vesting, will convert
into shares of Energizer Holdings, Inc. Common Stock which will be issued to the
recipients, unless they elected in advance to defer receipt of the award until
retirement or other termination of employment.
2. Vesting;
Payment Vesting of the Performance Equivalents is
contingent upon achievement of performance targets with respect to compound
annual growth in EPS for the period from September 30, 2009 through September
30, 2012 (the “Measurement Period”). With respect to those Equivalents, none of
the Equivalents granted will vest on the date that the Company publicly releases
earnings results for FY 2012 unless at least 5% growth over the Measurement
Period is achieved. At 5% compound annual growth, 12.5% of the Performance
Equivalents will vest, increasing proportionately in 1/10
th of 1% increments up to 50% of the Performance Equivalents
if 8% targeted compound annual growth is achieved for the Measurement Period,
and up to 100% of the Performance Equivalents if 12% or greater compound annual
growth is achieved for the period.
3. Acceleration All
unvested Equivalents granted to a recipient will vest upon his or her death or
termination of employment by reason of total and permanent disability. Upon a
change of control of the Company, if the change occurs within eighteen (18)
months following the date of the award, 50% of the Equivalents granted will
immediately vest. If the change of control occurs more than eighteen
(18) months following the date of this Award Agreement, but before the date that
FY2012 results are announced, the Equivalents which will vest will be the
greater of:
a. 50%
of the Equivalents granted, or
b. the
percentage of Equivalents granted which would have vested under paragraph 2
above if the Company’s compound annual growth on the announcement date was the
actual annualized compound annual growth, calculated on a trailing four quarters
basis, for the period between September 30, 2009 and the last fiscal quarter end
prior to the change of control for which Company financial results were publicly
disclosed.
4. Forfeiture Any
portion of the Performance Equivalents that are not vested will be forfeited
upon:
a. the
recipient’s voluntary or involuntary termination;
b. a
determination by the Committee that the recipient engaged in competition with
the Company; or
c. a
determination by the Committee that the recipient engaged in activity or conduct
contrary to the best interests of the Company, as described in the
Plan.
The form of the
Performance Restricted Stock Equivalent Award Agreement is attached to this
filing as Exhibit 10.1.
The material terms
of the Restricted Stock Equivalent Award Agreement are as follows:
1. Award As
of the date of the award, recipients will be credited with restricted Common
Stock equivalents (“Time-Vesting Equivalents”) which, upon vesting, will convert
into shares of Energizer Holdings, Inc. Common Stock which will be issued to the
recipients, unless they elected in advance to defer receipt of the award until
retirement or other termination of employment.
2. Vesting;
Payment Vesting of the Time-Vesting Equivalents
will occur on the third anniversary of grant, provided that the recipient
remains employed with the Company on that date.
3. Acceleration All
unvested Time-Vesting Equivalents granted to a recipient will vest upon his or
her death or termination of employment by reason of total and permanent
disability. Upon a change of control of the Company, all Time-Vesting
Equivalents will immediately vest.
4. Forfeiture Any
portion of Time-Vesting Equivalents that are not vested will be forfeited
upon:
a. the
recipient’s voluntary or involuntary termination;
b. a
determination by the Committee that the recipient engaged in competition with
the Company; or
c. a
determination by the Committee that the recipient engaged in activity or conduct
contrary to the best interests of the Company, as described in the
Plan.
The form of the
Restricted Stock Equivalent Award Agreement is attached to this filing as
Exhibit 10.2.
(D) At
its October 12, 2009 meeting, the Committee granted Retention Stock Option
Awards to each of the Executive Officers, as listed on the exhibit to this
filing. The material terms of the Retention Stock Option Awards are as
follows:
1. Award Recipients
are granted non-qualified stock options to acquire shares of Energizer Holdings,
Inc. Common Stock at an exercise price equal to the closing price of the Common
Stock on October 12, 2009, the date of grant.
2. Exercise The
Retention Stock Option Awards become exercisable on the 3rd
anniversary of grant, and remain exercisable for ten years thereafter. However,
upon termination of employment following the 3rd
anniversary of grant, the Awards provide for more limited periods of
exercise.
3. Acceleration All
Retention Stock Option Awards that have not been previously forfeited will
become exercisable upon the recipient’s death, or termination of employment
because of long-term disability. As initially approved by the Committee, the
Awards also provided for acceleration in full upon a change of control of the
Company, but at a meeting held October 14, 2009, prior to the Awards being
provided to the recipients, the Committee approved revision of the Awards to
provide that if a change of control occurred prior to November 1, 2011, there
would be no acceleration of exercisability, but if the change occurred on or
after that date, the Awards would become exercisable in full .
4. Forfeiture Prior
to the time that they become exercisable, the Retention Stock Option Awards will
be forfeited upon:
a. the
recipient’s voluntary or involuntary termination;
b. a
determination by the Committee that the recipient engaged in competition with
the Company; or
c. a
determination by the Committee that the recipient engaged in activity or conduct
contrary to the best interests of the Company, as described in the
Plan.
The form of the
Retention Stock Option Awards is attached to this filing as Exhibit 10.3.
The Committee also
approved an award pool for the Executive Officers under the terms of the
Company’s 2009 Incentive Stock Plan, which was approved by shareholders at the
2009 Annual Meeting. The pool would be equal to 1.5% of operating earnings for
fiscal year 2010 (defined as net earnings before taxes, interest expense, and
other financing, and not including (i) unusual or non-recurring accounting
impacts or changes in accounting standards or treatment, (ii) unusual or
non-recurring accounting treatments related to an acquisition by the Company
completed during the fiscal year, or (iii) unusual or non-recurring non-cash
asset impairment, such as non-cash write-downs of goodwill or trade names) The
Committee may exercise its discretion following the end of the fiscal year to
grant awards under the 2009 Incentive Stock Plan from that
pool.
(E) At
its October 12, 2009 meeting, the Committee rescinded, effective as of January
1, 2010, its previous authorization of reimbursement of Mr. David Hatfield for
income taxes associated with the Company’s payment of his personal
(non-business-related) commuting expenses between his personal residence in St.
Louis, Missouri and the Company’s Energizer Personal Care facility in Shelton,
Connecticut, as well as living and transportation expenses in
Connecticut.
(F) At
its October 12, 2009 meeting, the Committee approved amendment of the Company’s
Deferred Compensation Plan to rescind an amendment of the Plan made in January
of this year, which mandated deferral of all non-deductible compensation instead
of leaving such deferral in the discretion of the Committee as the Plan
previously provided. The Committee reinstated the previous discretionary
language, but also directed it to be further amended in order to to specifically
provide that any such discretion shall be exercised in full compliance with
Section 409(A) of the Internal Revenue Code.
In addition, the
Committee approved amendment of the Plan to specifically state that Company
Matching Contributions, as defined in the Plan, would be 25% of the amounts
deferred by employees into the Energizer Common Stock unit fund, and 33 1/3% of
amounts deferred by directors into such fund. Those matching percentages have
been approved by the Committee since the spin-off of the Company in 2000, but
were not formally stated in the Plan. The Committee also authorized the
Energizer Plans Administration Committee, an employee committee, to approve the
specific language of the above amendments to the Plan, reflecting the amendments
approved by the Committee.
(G) At
its October 12, 2009 meeting, the Committee approved amendment of all
outstanding restricted stock equivalent awards granted under the terms of the
Company’s 2000 Incentive Stock Plan and 2009 Incentive Stock Plan, including
awards held by the Executive Officers, to provide that acceleration of vesting
of those awards would occur upon an involuntary Termination of Employment, by
reason of continuing disability, immediately following exhaustion of short-term
disability benefits, and that a payment on account of such Termination of
Employment may not be made until at least six months after such Termination. The
amendment was adopted in order to clarify previous language relating to
acceleration upon declaration of total and permanent disability.
SIGNATURES:
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
ENERGIZER HOLDINGS,
INC.
By:
____________________________________________
Daniel J.
Sescleifer
Executive Vice
President and Chief Financial Officer
Dated: October 15,
2009
EXHIBIT
INDEX
Exhibit
No.