Letter to our Shareholders from

Our Independent Chairman and our President and Chief Executive Officer

December 13, 2018

Dear Fellow Shareholders,

On behalf of our Board of Directors, we are pleased to invite you to attend our Annual Shareholders’ Meeting on Monday, January 28, 2019 at 8:00 a.m., Central Time, at our global headquarters located at 533 Maryville University Drive, St. Louis, MO 63141.

A notice of the meeting and our Proxy Statement containing important information about the matters to be voted upon and instructions on how you can vote your shares follow this letter.

Your vote is important to us. Please vote as soon as possible even if you plan to attend the meeting.

Thank you for your continued investment. Our Board remains committed to building long-term value in the Company for our shareholders. It is a privilege for our Board to serve on your behalf.

Sincerely,

Patrick J. Moore

Chairman

Alan R. Hoskins

President and CEO

Patrick J. Moore

Alan R. Hoskins

Independent Chairman

President and CEO

To elect the nine (9) director nominees listed in the Proxy Statement

To cast an advisory, non-binding vote on our executive compensation

To ratify the appointment of our independent registered public accounting firm for fiscal 2019

To act upon any other business that may properly come before our Annual Shareholders’ Meeting

  Board’s  
  Recommendation  

Page
  Reference  

Election of nine (9) directors

✓

  FOR each director  

  nominee  

9

  2  

Advisory, non-binding approval of our executive compensation

✓

FOR

47

  3  

Ratification of the appointment of our independent registered public accounting firm for fiscal 2019

✓

FOR

49

Delivered strong organic

 revenue and Adjusted EBITDA 

growth the past three

years

Global battery market share gain of 4.9% in the last

four years ⁽¹⁾

#1 in battery

category ⁽¹⁾

Current global share

of 37.2% ⁽¹⁾

$218M of run-rate savings with

2013 restructuring project

Leading with Innovation is Key to Success

•   Energizer Bunny is now Bigger, Better & Bunnier

•   Innovation across all battery segments, auto fragrance and appearance

Effectively Executing Category Fundamentals

•   Delivered three (3) consecutive years of organic revenue growth and market share gains

Continuous Improvements Drive Productivity Gains

•   Embedded a cost conscious mindset through zero-based budgeting

•   Continuous improvement mindset since separation

Market share data based on value; Nielsen Global Track through August 2018, World Monthly Markets

Energizer Holdings, Inc. 2018 Proxy Statement

Name

Age

Director
Since

Primary Occupation

Committee Membership

Audit

Finance &
Oversight

  Human  

Capital

Patrick J. Moore

64

2015

Independent Chairman, Energizer Holdings, Inc.

M, F

Bill G. Armstrong

70

2015

Retired Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition

M

M

Alan R. Hoskins

57

2015

President and Chief Executive Officer, Energizer Holdings, Inc.

M

Kevin J. Hunt

67

2015

Retired Chief Executive Officer and President, Ralcorp Holdings, Inc.

M

M

James C. Johnson

66

2015

Retired General Counsel, Loop Capital Markets LLC

C

W. Patrick McGinnis

71

2015

Retired Chairman of the Board, Nestlé Purina PetCare Company

C

J. Patrick Mulcahy

74

2015

Former Independent Chairman, Energizer Holdings, Inc.

M

Nneka L. Rimmer

47

2018

Senior Vice President, Strategy and Global Enablement, McCormick & Company, Inc.

M

Robert V. Vitale

52

2017

Chief Executive Officer, Post Holdings, Inc.

C, F

M

Independence

•   10 of 11 directors are independent

•   Our President and Chief Executive Officer is the only management director

•   Our Audit and Human Capital Committees are comprised solely of independent directors

Independent

Chairman

•   We have an Independent Chairman, selected by the independent directors

•   The Independent Chairman serves as liaison between management and the other independent directors

Executive Sessions

•   Executive sessions of independent directors are scheduled at the end of each Board and Committee meeting

Oversight of Risk

Management

•   Our Board has principal responsibility for oversight of the Company’s risk management process and understanding of the overall risk profile, including cyber risk

Energizer Holdings, Inc. 2018 Proxy Statement

Board Practices

•   Annual self-assessment process for the Board and the Committees

•   Added two new directors to the Board in the past two years

•   Majority voting standard for all directors

•   Beginning in 2020, annual election of all directors

•   No poison pill

•   Active Board engagement in succession planning of executive officers

•   Commitment to Board refreshment and director succession

Ethics and

Compliance

•   From manufacturing quality products to meeting our customers’ needs, we work hard to be the best and play by the rules, while valuing every colleague and partner that makes up our team

Aggregate Pay

Package

•   Our aggregate pay packages are targeted at the 50th percentile for our peer group

Annual Cash Bonus

Program

In fiscal 2018, bonuses were payable based on the following components, related to the achievement of pre-determined Company targets:

•   25% related to adjusted free cash flow;

•   25% related to adjusted net sales;

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

•   25% related to adjusted operating profit

Equity Awards

•   In fiscal 2018, we awarded restricted stock equivalents with a three-year vesting period. 70% of the award is performance-based and vests based only upon achievement of pre-determined performance targets of two metrics: (i) cumulative adjusted earnings per share, and (ii) cumulative free cash flow as a percentage of adjusted net sales. The remaining portion vests on the third anniversary of the grant if the recipient remains employed with the Company

Supplemental

Retirement Plans

•   Certain of our executives participate in the retirement plans available for all employees; the supplemental retirement plans restore retirement benefits otherwise limited by federal law

Energizer Holdings, Inc. 2018 Proxy Statement

1

Board Leadership Structure

1

Committee Composition

Succession Planning

Board and Committee Assessment

Board Oversight of Risk

Code of Conduct

Corporate Responsibility

Communicating Concerns to the Board

2

Director Nomination

Director Qualifications

Director Independence

Our Directors

Proposal 1: Election of Directors

Director Attendance

The Board of Directors and Energizer’s Corporate Governance—Director Compensation

3

Executive

Compensation

Executive Compensation

Pay for Performance

22

How we Determine Compensation

Elements of Compensation

Other Pay Practices

Executive Compensation Tables

Human Capital Committee Report

Proposal 2: Approving Our Executive Compensation Program (an Advisory, Non-Binding “Say on Pay” Resolution)

4

Audit Committee

Matters

Audit Committee Pre-Approval Policy

Audit Committee Report

5

Additional

Information

Stock Ownership Information

Section 16(a) Beneficial Ownership Reporting Compliance

Certain Relationships and Related Transactions

Voting Procedures

Householding

Other Business

55

Annex A — Reconciliation of non-GAAP and GAAP financial measures

Energizer Holdings, Inc. 2018 Proxy Statement

Independent Chairman Duties

  Mr. Moore currently serves as Independent Chairman of the Board. Key responsibilities include:

•  Calling meetings of the Board and independent directors

•  Chairing executive sessions of the independent directors

•  Establishing Board culture

•  Setting the Board meeting agenda in consultation with the other directors, the Chief Executive Officer and the Corporate Secretary

•  Acting as an advisor to the Chief Executive Officer

•  Leading the annual self-assessment of the Board

Energizer Holdings, Inc. 2018 Proxy Statement    1

Audit Committee

Members:

Bill G. Armstrong

John E. Klein

Patrick J. Moore

Nneka L. Rimmer

Robert V. Vitale (Chair)

Meetings in Fiscal 2018: 5

The Board has determined that each member of the Audit Committee is independent within the meaning of Energizer’s independence standards and applicable New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) rules and regulations, and Mr. Moore and Mr. Vitale are audit committee financial experts.

•  Reviews internal auditing, accounting, financial reporting, internal control and risk management functions

•  Responsible for engaging and supervising our independent accountants, resolving differences between management and our independent accountants regarding financial reporting, pre-approving all audit and non-audit services provided by our independent accountants, and establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters

•  Reviews (i) management’s programs to identify, assess, manage, and mitigate significant enterprise risks of the Company, including both strategic and operational risks, and (ii) the Company’s risk management structures and practices, including cyber risk

•  Exercises oversight of the Company’s compliance program, with direct access to the Company’s Chief Compliance Officer

Human Capital Committee

Members:

Bill G. Armstrong

Cynthia J. Brinkley

Kevin J. Hunt

James C. Johnson (Chair)

Meetings in Fiscal 2018: 6

The Board has determined that each member of the Human Capital Committee is independent within the meaning of Energizer’s independence standards and applicable NYSE and SEC rules and regulations.

Committee Interlocks and Insider Participation

No member of the Human Capital Committee is or has been an officer or employee of the Company or any of its subsidiaries. In addition, no member of the Human Capital Committee had any relationships with the Company or any other entity that require disclosure under the proxy rules and regulations promulgated by the SEC.

•  Oversight of the Company’s culture

•  Sets compensation of our executive officers, administers our Equity Incentive Plan and grants equity-based awards, including performance-based awards, under the plan

•  Administers and approves performance-based awards under our executive officer bonus plan

•  Establishes performance criteria for performance-based awards and certifies as to their achievement

•  Monitors management compensation and benefit programs, and reviews principal employee relations policies; recommends nominees for election as directors or executive officers to the Board, as well as committee memberships and compensation and benefits for directors

•  Administers our stock ownership guidelines

•  Conducts the annual self-assessment process of the Board and its committees

•  Recommends to the Board nominees for election as directors

•  Has responsibility for the Corporate Governance Principles

Finance and Oversight Committee

Members:

Alan R. Hoskins

Kevin J. Hunt

John E. Klein

W. Patrick McGinnis (Chair)

J. Patrick Mulcahy

Robert V. Vitale

Meetings in Fiscal 2018: 7

•  Reviews our financial condition, objectives and strategies, and acquisitions and other major transactions and capital expenditures

•  Makes recommendations to the Board concerning financing requirements, our share repurchase program and dividend policy, foreign currency management and pension fund performance

•  Reviews casualty and liability insurance programs and requirements

•  Reviews performance of defined benefit plan investment managers and trustees and the investment objectives

2    Energizer Holdings, Inc. 2018 Proxy Statement

•  The effectiveness of the Board’s leadership and Committee structure

•  Dynamics between the Board and management

•  Engagement of and preparation by Board and Committee members

•  Board and Committee skills, composition and diversity and Board succession planning

•  Board and Committee culture and dynamics, including the effectiveness of discussion and debate at Board and Committee meetings

•  Quality of Board materials and agendas

Energizer Holdings, Inc. 2018 Proxy Statement    3

Board

Audit Committee

Human Capital

Committee

Finance and Oversight
Committee

•  Strategic risks, including cyber risk

•  Company culture of compliance and risk management

•  CEO and Executive Officer management performance and succession planning

•  Board governance and practices

•  Independence of the Company’s risk management functions

•  Internal and external fraud

•  Financial reporting risk

•  Expense risk

•  Oversight of internal audit and compliance functions

•  Oversight of the Company’s risk management structures and practices, including cyber risk

•  Compensation and benefits risk

•  Talent risk

•  Board governance and practices

•  Lobbying expenses and political contributions

•  Corporate responsibility risk

•  Market risk

•  Insurance risk

•  Liquidity risk

•  Credit risk

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

Executive Risk Committee

The Executive Risk Committee is made up of members of the executive management team, and sets the tone and direction for the risk management program. The Executive Risk Committee provides oversight to the risk management process, ensures adequate focus on high priority risks, reviews Risk Subcommittee reports, and receives updates on significant compliance investigations worldwide. The committee co-leads meet annually with Executive Risk Committee members who are high priority risk owners in order to discuss the identified risks and ensure appropriate mitigation actions are being taken.

The Executive Risk Committee reports directly to the Audit Committee and advises the Audit Committee on a quarterly basis regarding the Company’s risk management structure and practices, as well as management’s programs to identify, assess, manage, and mitigate significant enterprise risks of the Company. The Audit Committee, in turn, reports to our Board. The Executive Risk Committee also presents directly to the Board with regard to these matters on an annual basis.

4    Energizer Holdings, Inc. 2018 Proxy Statement

Risk Subcommittee

The Risk Subcommittee is made up of a cross functional team of emerging leaders that are one to three organizational levels below our senior executives who can provide a perspective on the practical implementation of our compliance and risk management programs. The purpose of the Risk Subcommittee is to:

•   establish the risk management process;

•   identify and evaluate risks based on both their perceived impact on our Company and likelihood of occurrence, which include, among others, economic, industry, enterprise, operational, compliance and financial risks;

•   identify and verify actions that would reasonably mitigate risks;

•   verify the results of the risk analysis and mitigation efforts with the appropriate levels of management; and

•   ensure regulatory and compliance issues are being addressed.

The Risk Subcommittee reports directly to and provides quarterly reports to the Executive Risk Committee.

First is a focus on reducing the impact our Company and products have on the environment. Through various efforts including product development, packaging, recycling and outreach programs, we are careful to make choices with environmental benefit in mind.

The second part reflects the fact that we care about society. We focus on making a positive impact on our local communities, including providing safe work environments for our colleagues and participating in various partnerships, colleague-led grassroots programs and volunteer efforts globally.

Third, but equally as important, is our commitment to our shareholders. All of our efforts on behalf of the environment and our communities are also designed to complement and support the overall financial health of the Company.

Energizer Holdings, Inc. 2018 Proxy Statement    5

Corporate Secretary

Energizer Holdings, Inc.

533 Maryville University Drive

St. Louis, MO 63141

6    Energizer Holdings, Inc. 2018 Proxy Statement

Energizer Holdings, Inc. 2018 Proxy Statement    7

      10

directors are independent

      6

directors are current and former Chief Executive Officers

      7

directors have international experience

      9

directors have served on another public company board in the last five years

      6

directors have consumer packaged goods experience

      2

directors are women

      2

directors are African-American

represent diverse backgrounds and viewpoints;

have served as senior leaders in the areas of legal, operations, finance, corporate development, technology and human resources;

have proven leadership skills; and

strengthen our Board’s oversight capabilities by providing historical and new perspectives about our Company.

8    Energizer Holdings, Inc. 2018 Proxy Statement

Bill G. Armstrong

Retired Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition

Director Since 2015

Mr. Armstrong is a private equity investor. From 2001 to 2004, Mr. Armstrong served as Executive Vice President and Chief Operating Officer at Cargill Animal Nutrition. Prior to his employment with Cargill, Mr. Armstrong served as Chief Operating Officer of Agribrands International, Inc., an international agricultural products business, and as Executive Vice President of Operations of the international agricultural products business of Ralston Purina Company. He also served as managing director of Ralston’s Philippine operations, and during his tenure there, was a director of the American Chamber of Commerce.

  Age: 70

  Independent Director

  Energizer Committees:

  Audit Committee

  Human Capital Committee

  Past Public Company Boards:

•  Ralcorp Holdings, Inc.

•  Former parent company, Edgewell Personal Care Company

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  Business Operations

•  International

•  M&A/Capital Markets

•  Marketing/Sales

•  Consumer Packaged Goods Experience

As a result of Mr. Armstrong’s international and operational background, as well as his extensive experience with corporate transactions, he provides a global perspective to the Board, which has become increasingly important as our international operations represent a significant portion of our annual sales.

Energizer Holdings, Inc. 2018 Proxy Statement    9

Cynthia J. Brinkley

Chief Administrative and Markets Officer, Centene Corporation

Continuing in office, term expiring in 2020

Director Since 2015

Ms. Brinkley is Chief Administrative and Markets Officer for Centene Corporation, a government services managed care company. At Centene, Ms. Brinkley has had responsibility for overseeing global corporate development, integration and international operations. Prior to joining Centene in 2014, Ms. Brinkley was Vice President of Global Human Resources for General Motors from 2011 to 2013. Prior to GM, she was Senior Vice President of Talent Development and Chief Diversity Officer for AT&T from 2008 to 2011. Ms. Brinkley worked for SBC Communications from 1986 to 2008, lastly as President of SBC / AT&T Missouri, when SBC Communications acquired AT&T.

  Age: 59

  Independent Director

  Energizer Committee:

  Human Capital Committee

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  Business Operations

•  M&A/Capital Markets

•  International

•  Public Relations

•  Human Capital Management

Ms. Brinkley brings significant experience in communications and human capital management as well as extensive experience as a senior executive at Fortune 10 and Fortune 200 companies to our Board of Directors and provides the Board with a unique perspective on high-profile issues facing our core businesses.

Alan R. Hoskins

President and Chief Executive Officer, Energizer Holdings, Inc.

Director Since 2015

Mr. Hoskins has been President and Chief Executive Officer of Energizer Holdings, Inc. since July 2015. Prior to his current position, he served as President and Chief Executive Officer, Energizer Household Products of Edgewell Personal Care Company, our former parent company, a position he held since April 2012. Mr. Hoskins held several leadership positions including Vice President, Asia-Pacific, Africa and Middle East from 2008 to 2011, Vice President, North America Household Products Division from 2005 to 2008, Vice President, Sales and Trade Marketing from 1999 to 2005, and Director, Brand Marketing from 1996 to 1999. He started his career at Union Carbide in 1983 following several years in the retailer, wholesaler and broker industry.

  Age: 57

  Energizer Committee:

Finance and Oversight Committee

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  Business Operations

•  Public Relations

•  International

•  Marketing/Sales

•  Consumer Packaged Goods Experience

Mr. Hoskins is very knowledgeable about the dynamics of our business and the categories in which we compete. His experience with the complex financial and operational issues of consumer products businesses brings critical financial, operational and strategic expertise to our Board of Directors.

10    Energizer Holdings, Inc. 2018 Proxy Statement

Kevin J. Hunt

Retired Chief Executive Officer and President, Ralcorp Holdings, Inc.

Director Since 2015

Mr. Hunt served as President and Chief Executive Officer of Ralcorp Holdings, Inc., a private-brand food and food service products company, from January 2012 to January 2013 upon its acquisition by ConAgra Foods, Inc. Mr. Hunt previously served as Co-Chief Executive Officer and President of Ralcorp Holdings from 2003 to 2011 and Corporate Vice President from 1995 to 2003. Prior to joining Ralcorp Holdings, he was Director of Strategic Planning for Ralston Purina and before that he was employed in various roles in international and domestic markets and general management by American Home Products Corporation.

He currently serves as a Senior Advisor to C.H. Guenther & Son Inc. and previously served as a consultant to Treehouse Foods and on the advisory Board of the Vi-Jon Company, owned by Berkshire Partners.

  Age: 67

  Energizer Committees:

  Finance and Oversight Committee

  Human Capital Committee

  Other Public Company Board:

•  Clearwater Paper Company

  Past Public Company Board:

•  Ralcorp Holdings, Inc.

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  Business Operations

•  M&A/Capital Markets

•  Marketing/Sales

•  Consumer Packaged Goods Experience

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

James C. Johnson

Retired General Counsel, Loop Captial Markets LLC

Director Since 2015

Mr. Johnson served as General Counsel of Loop Capital Markets LLC, a financial services firm, from November 2010 until his retirement in January 2014. From 1998 to 2009, Mr. Johnson served in a number of positions at The Boeing Company, an aerospace and defense firm, including Vice President, Corporate Secretary and Assistant General Counsel from 2003 until 2007, and Vice President and Assistant General Counsel, Commercial Airplanes from 2007 to his retirement in March 2009. In February 2018, Mr. Johnson completed the NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight, demonstrating his commitment to board-level cyber-risk oversight.

  Age: 66

  Independent Director

  Energizer Committee: Human   Capital Committee (Chair)

  Other Public Company Boards:

•  Ameren Corporation

•  Hanesbrands Inc.

•  Edgewell Personal Care Company

Skills and Experience:

•  Public Company Experience

•  M&A/Capital Markets

•  Corporate Governance

•  Human Capital Management

•  Legal/Regulatory

•  Risk Management/Compliance

As a former General Counsel of a financial services firm and a former Vice President, Corporate Secretary and Assistant General Counsel of an aerospace and defense firm, Mr. Johnson provides our board with extensive executive management and leadership experience, as well as strong legal, compliance, risk management, corporate governance and compensation skills.

Energizer Holdings, Inc. 2018 Proxy Statement    11

John E. Klein

Retired President, Randolph College

Continuing in office, term expiring in 2020

Director Since 2015

Mr. Klein served as President of Randolph College from 2007 to 2013. Previously, Mr. Klein served as Executive Vice Chancellor for Administration, Washington University in St. Louis from 2004 to 2007. From 1985 to 2003, Mr. Klein served as President and Chief Executive Officer, Bunge North America, Inc. Prior to his appointment as Chief Executive Officer, he served in various senior executive positions for Bunge North America, and earlier in his career, in a variety of positions internationally for Bunge, Ltd.

Mr. Klein earned a law degree and practiced law in New York City for several years before joining Bunge Ltd. He is also a Trustee of the American University of Paris.

  Age: 73

  Independent Director

  Energizer Committees:

  Audit Committee

  Finance and Oversight Committee

  Past Public Company Boards:

•  Embrex, Inc.

•  Former parent company, Edgewell Personal Care Company

Skills and Experience:

•  Executive Management

•  Business Operations

•  International

•  Corporate Governance

•  Legal/Regulatory

•  Risk Management/Compliance

Mr. Klein has significant executive management and administrative experience in agribusiness and higher education and brings the benefits of his diverse legal, international, operational and administrative background and experience to our Board.

W. Patrick McGinnis

Retired Chairman of the Board, Nestlé Purina PetCare Company

Director Since 2015

Mr. McGinnis served as Chairman of Nestlé Purina PetCare Company from January 2015 until his retirement in January 2017. Mr. McGinnis served as Chief Executive Officer and President of Nestlé Purina PetCare Company, a pet foods company, from 2001 through January 1, 2015. From 1980 to 1999, he served in various roles of increasing responsibility at Ralston Purina Company, including President and Chief Executive Officer.

  Age: 71

  Independent Director

  Energizer Committee: Finance and   Oversight Committee (Chair)

  Other Public Company Board:

•  Caleres, Inc.

  Past Public Company Board:

•  Former parent company, Edgewell Personal Care Company

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  M&A/Capital Markets

•  Business Operations

•  International Business

•  Public Relations

•  Marketing/Sales

•  Consumer Packaged Goods Experience

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

12    Energizer Holdings, Inc. 2018 Proxy Statement

Patrick J. Moore

Chairman, Energizer Holdings, Inc.

Director Since 2015

Mr. Moore has served as the Company’s Chairman since November 2018. He is also President and Chief Executive Officer of PJM Advisors, LLC, a private equity investment and advisory firm. Prior to PJM, Mr. Moore served as Chairman and Chief Executive Officer of Smurfit-Stone Container Corporation, a leader in integrated containerboard and corrugated package products and paper recycling, from 2002 to 2011 upon its acquisition by RockTenn Company.

During his 24 year tenure at Smurfit, Mr. Moore also served as Chief Financial Officer, Vice President—Treasurer and General Manager of the Company’s Industrial Packaging division. Smurfit-Stone Container Corp voluntarily filed for Chapter 11 bankruptcy in January 2009 and emerged in June 2010. Mr. Moore previously held positions in corporate lending, international banking and corporate administration at Continental Bank in Chicago. He is on the board of Archer Daniels Midland Company and serves on the North American Review Board of American Air Liquide Holdings, Inc. as well as the St. Louis Zoological Society and the Big Shoulders Fund.

  Age: 64

  Energizer Committee:

  Audit Committee

  Other Public Company Board:

•  Archer Daniels Midland Company

  Past Public Company Boards:

•  Ralcorp Holdings, Inc.

•  Exelis, Inc.

•  Rentech, Inc.

Skills and Experience:

•  Executive Management

•  Finance

•  Public Company Experience

•  Business Operations

•  International

•  M&A/Capital Markets

•  Corporate Governance

•  Public Relations

•  Risk Management/Compliance

Mr. Moore’s experience and financial expertise contribute to the oversight of overall financial performance and reporting by our Board as well as operational and strategic oversight.

Energizer Holdings, Inc. 2018 Proxy Statement    13

J. Patrick Mulcahy

Former Chairman, Energizer Holdings, Inc.

Director Since 2015

Mr. Mulcahy served as Chairman of Energizer’s Board of Directors since July 2015 until November 2018 and served as Chairman of the Board of Edgewell Personal Care Company, our former parent company, from 2007-2015. He served as Vice Chairman of the Board of our former parent company from January 2005 to January 2007, and prior to that time served as Chief Executive Officer of our former parent company from 2000 to 2005, and as Chairman of the Board and Chief Executive Officer of Eveready Battery Company, Inc. from 1987 until his retirement in 2005.

  Age: 74

  Independent Director

  Energizer Committee:

  Finance and Oversight Committee

  Past Public Company Boards:

•  Ralcorp Holdings, Inc.

•  Solutia, Inc.

•  Hanesbrands Inc.

•  Former parent company, Edgewell Personal Care Company

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  Business Operations

•  Public Relations

•  International

•  Marketing/Sales

•  M&A/Capital Markets

•  Consumer Packaged Goods Experience

Mr. Mulcahy has over 40 years of experience in consumer products industries, including almost 20 years as chief executive of Energizer’s battery business. He is very knowledgeable about the dynamics of our business and the categories in which we compete. His experience with the complex financial and operational issues of consumer products businesses brings critical financial, operational and strategic expertise to our Board of Directors.

14    Energizer Holdings, Inc. 2018 Proxy Statement

Nneka L. Rimmer

Senior Vice President, Strategy and Global Enablement, McCormick & Company, Inc.

Director Since 2018

Ms. Rimmer is Senior Vice President, Strategy and Global Enablement at McCormick & Company, Inc. where she is responsible for shaping overall corporate strategies and leading the delivery of strategic business enablers and value-producing business services across the company. Ms. Rimmer provides strategic direction for mergers and acquisitions and is responsible for shaping the corporate-wide portfolio strategy. In addition, she oversees McCormick’s Global Enablement, Information Technology, Corporate Development and Corporate Strategy Teams.

Prior to joining McCormick in 2015, Ms. Rimmer was a Partner and Managing Director with the Boston Consulting Group. While at Boston Consulting Group for 13 years, she executed large-scale transformation initiatives working with large, global consumer goods corporations. Her areas of strategic expertise includes trade, competition, international growth, go-to-market as well as organizational development.

Age: 47

Independent Director

Energizer Committee:

Audit Committee

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  M&A/Capital Markets

•  Finance

•  Information Technology

•  Human Capital Management

•  Consumer Packaged Goods Experience

•  Business Operations

•  Analytics

Ms. Rimmer brings to the Company significant brand-building expertise. Her current and prior executive leadership roles enable her to provide valuable contributions with respect to creativity and vision for long-term growth. Ms. Rimmer’s extensive consumer products background allow her to contribute valuable insights regarding the Company’s industry, operations, and strategy.

Energizer Holdings, Inc. 2018 Proxy Statement    15

Robert V. Vitale

Chief Executive Officer, Post Holdings, Inc.

Director Since 2017

Mr. Vitale is President and Chief Executive Officer of Post Holdings, Inc. Post is a diversified food company with leading positions in ready to eat cereal, value added egg products, sports nutrition and various private brand categories. Rob joined Post in 2011 as its Chief Financial Officer.

Prior to joining Post, Rob led AHM Financial Group, LLC (2006-2011), an insurance brokerage and wealth management firm, and was a partner in Westgate Equity Partners, LLC, a consumer products private equity firm (1996-2006). He managed Corporate Finance at Boatmens Bancshares (1994-1996), and started his career at KPMG in 1987.

Age: 52

Independent Director

Energizer Committees:

Audit Committee (Chair)

Finance and Oversight Committee

Other Public Company Board:

•  Post Holdings, Inc.

Skills and Experience:

•  Executive Management

•  Public Company Experience

•  M&A/Capital Markets

•  Finance

•  Consumer Packaged Goods Experience

•  International

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

16    Energizer Holdings, Inc. 2018 Proxy Statement

Annual retainer

Fee for each Board meeting in excess of six (6) meetings

Fee for each Committee meeting in excess of six (6) meetings

Energizer Holdings, Inc. 2018 Proxy Statement    17

J.P. Mulcahy

$

204,500

$

110,028

$0  

$0  

$0  

$0  

$

314,528

B.G. Armstrong

$

103,000

$

110,028

$0  

$0  

$0  

$0  

$

213,028

C.J. Brinkley

$

103,000

$

110,028

$0  

$0  

$0  

$0  

$

213,028

K.J. Hunt

$

104,500

$

110,028

$0  

$0  

$0  

$0  

$

214,528

J.C. Johnson

$

123,000

$

110,028

$0  

$0  

$0  

$0  

$

233,028

J.E. Klein

$

103,000

$

110,028

$0  

$0  

$0  

$0  

$

213,028

W.P. McGinnis

$

123,000

$

110,028

$0  

$0  

$0  

$0  

$

233,028

P.J. Moore

$

123,000

$

110,028

$0  

$0  

$0  

$0  

$

233,028

N.L. Rimmer (6)

$

18,037

$

247,702

$0  

$0  

$0  

$0  

$

265,739

R.V. Vitale

$

104,500

$

110,028

$0  

$0  

$0  

$0  

$

214,528

This column reflects retainers and meeting fees earned during fiscal 2018.

For all directors other than Ms. Rimmer, this column reflects the aggregate grant date fair value, in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Section 718, of the restricted stock equivalent award on January 2, 2018 under our Equity Incentive Plan valued at approximately $110,000 as described in the narrative above. The award was valued based on the grant date fair value of $47.88.

No options were granted to directors in fiscal year 2018. There were no outstanding shares of underlying stock options held by any director as of September 30, 2018.

Directors may also, from time to time during the fiscal year, be provided with samples of our products, with an incremental cost of less than $50.

The following items are not considered perquisites and are not included within the above disclosure of director compensation:

The directors are covered under the terms of our general directors’ and officers’ liability insurance policies, the premiums for which are a general expense of the Company—we do not obtain a specific policy for each director, or for the directors as a group.

We provide transportation and lodging for out-of-town directors attending Board and Committee meetings at our headquarters.

The directors may make requests for matching contributions to charitable organizations from the Energizer charitable foundation, which we have funded from time to time, and the directors of that foundation, all of whom are employees of the Company, have determined to honor such requests which are in accordance with the charitable purpose of the foundation, and which do not exceed $5,000 in any year. All contributions are made out of the funds of the foundation, and are not made in the name of the requesting director.

Ms. Rimmer was appointed to the Board effective July 27, 2018. Upon her appointment, Ms. Rimmer was granted an award of 3,131 restricted stock equivalents, representing the one-time grant of restricted stock equivalents with a value of approximately $200,000 made to all new non-management directors, which vests three years from the date of grant. Ms. Rimmer was also granted 746 restricted stock equivalents representing a pro rata share of the annual grant for 2018 with a value of approximately $47,700 detailed in footnote (2) above. Both awards had a grant date fair value of $63.89.

18    Energizer Holdings, Inc. 2018 Proxy Statement

Energizer Holdings, Inc. 2018 Proxy Statement    19

YEARS OF CONTINUED

ORGANIC REVENUE GROWTH

RETURNED TO SHAREHOLDERS

THROUGH SHARE REPURCHASES

AND DIVIDEND PAYMENTS

SINCE SPIN-OFF ⁽¹⁾

INCREASE IN ADJUSTED FREE

CASH FLOW SINCE THE YEAR

OF THE SPIN-OFF ⁽¹⁾

Innovation is a key component of our strategy. Our innovation pipeline also remains strong across our businesses as we continue to invest behind both product performance and improved shopper experiences

We are focused on operating with excellence with continued distribution gains, portfolio optimization and pricing

We are driving productivity gains by investing in continuous improvement initiatives to drive further efficiencies in our business

Separation from our former parent company on July 1, 2015 (“Spin-Off”)

20    Energizer Holdings, Inc. 2018 Proxy Statement

Our compensation program design has been consistent for more than three years and has received positive support each year from our shareholders since 2016

Pay decisions are consistent with our pay for performance philosophy and fiscal 2018 Company performance

Over 66% of Mr. Hoskins’ fiscal 2018 compensation was performance-based

WHAT WE DO

WHAT WE DON’T DO

✓   Pay for performance

✓   Establish threshold, target and maximum awards under our annual and long-term incentive programs

✓   Use balanced performance metrics for annual incentive and long-term incentive programs

✓   Use rigorous goal setting aligned to our externally disclosed annual and multi-year targets

✓   Approximately 60% of our executive officers’ total compensation is performance based

✓   Have stock ownership requirements for our executive officers

✓   Limit perquisites to items that serve a reasonable business purpose

✓   Closely monitor risks associated with our compensation program and individual compensation decisions

✓   Have a clawback policy for all incentive compensation earned by our executive officers

×  Stock options

×  Pay tax gross-ups on any compensation

×  Speculative trading, hedging or pledging transactions by our colleagues

×  Employment agreements with our executive officers

×   Executive officer severance payments and benefits exceeding 2x salary and annual incentive award

×   Guarantees for salary increases

Energizer Holdings, Inc. 2018 Proxy Statement    21

22    Energizer Holdings, Inc. 2018 Proxy Statement

•   Compensation methods should be transparent, link between performance metrics and Company strategy should be clear and perquisites should be minimized

•   Used straightforward annual and long-term incentive plan metrics that are directly tied to business performance

•   Froze pension accruals

•   Limited the use of all perquisites (<.001% of total compensation for executive officers in fiscal 2018)

•   The interests of our executive officers should be linked with those of our shareholders

•   Approximately 60% of our executive officers’ total compensation is performance-based

•   Adopted a clawback policy and stock ownership requirements

•   Components of compensation should complement each other and offset risk of overemphasis on any one metric or time period

•   Used a combination of pay elements that reward achievement of objectives across annual and long-term time periods

•   Balanced annual and long-term incentive plans to drive results in the short-term without sacrificing long-term value creation

Energizer Holdings, Inc. 2018 Proxy Statement    23

Our fiscal 2018 pay components remained the same as fiscal 2017.

Base Salary

Determined based on job scope,

experience, and market comparable

positions

Provides fixed income to

attract and retain top talent

Semi-monthly cash payment

through fiscal 2018

Annual Incentive Program

Provides short-term variable

pay for performance

Motivates executives to achieve the

Company’s annual strategic and

financial goals

Single cash payment in

November 2018

Long-Term Incentive Program

To ensure a strong link between our incentive compensation opportunities and our

longer-term objectives, we use two specific programs

Restricted stock awards that

vest only on achievement of

pre-determined performance targets

with a three-year vesting period

Represents 70% of equity award

Rewards achievement of long-term

growth goals and creation of

shareholder value

Vests upon the achievement of

specific metrics over three-year

performance period

Time-based stock awards that

track stock price performance

over a three-year vesting period

Represents 30% of equity award

Promotes long-term retention and

supports stock ownership and

alignment with shareholders

Vests upon the three-year

anniversary of grant date

Retirement and Other Benefit Plans

Retirement plans sponsored by

the Company on the same

terms and conditions applicable

to all eligible colleagues

Provide welfare and retirement

benefits to attract and retain

top talent

In accordance with the

terms of the plans

Chief Executive Officer

All Other Executive Officers

24    Energizer Holdings, Inc. 2018 Proxy Statement

Company performance, including financial and non-financial measures

The manner in which results are achieved, adherence to risk policies, and the quality of earnings

Year-over-year performance

Company performance relative to our executive compensation peer group

Lead with Innovation

Operate with Excellence

Drive Productivity Gains

Energizer Holdings, Inc. 2018 Proxy Statement    25

US-based, publicly traded consumer packaged goods company with “brand identity”

Similar revenue

Market capitalization

Number of employees

Global

The Clorox Company

Spectrum Brands Holdings, Inc.

Hasbro Inc.

Central Garden & Pet Co.

The Scotts Miracle-Gro Company

Tupperware Brands Corporation

Church & Dwight Inc.

Revlon, Inc.

Helen of Troy Ltd.

Lancaster Colony Corporation

Hain Celestial Group, Inc.

Monster Beverage Corporation

Post Holdings, Inc.

    Company Revenue    

(in millions)

 75^th Percentile

 50^th Percentile

 25^th Percentile

26    Energizer Holdings, Inc. 2018 Proxy Statement

Individual Performance

including analysis of his performance against his performance goals approved by the Human Capital Committee; effectiveness of the Chief Executive Officer’s leadership; and the Chief Executive Officer’s experience

including returns to shareholders

as provided by the independent compensation consultant

Fall

•  Annual CEO performance assessment

•  Annual update on Annual and Long-Term Incentive Program Metrics and Performance

•  Review of executive compensation and regulatory environment trends

•  Approve executive pay

•  Review compensation risk assessment

•  Approve compensation plan

Winter

•  Quarterly review of CEO performance assessment

•  Quarterly update on Annual and Long-Term Incentive Program Metrics and Performance

•  Planning for annual compensation risk assessment and approach

•  Review of compensation guidelines of institutional shareholders and proxy advisors

•  Annual review of Change of Control benefits

Summer

•  Quarterly review of CEO performance assessment

•  Quarterly update on Annual and Long-Term Incentive Program Metrics and Performance

Spring

•  Quarterly review of CEO performance assessment

•  Quarterly update on Annual and Long-Term Incentive Program Metrics and Performance

•  Executive Compensation Peer Group Analysis

Energizer Holdings, Inc. 2018 Proxy Statement    27

Annualized Total Compensation

Primary Elements of our Executive Compensation Program

•  Base Salary

•  Annual Incentive Program

•  Long-Term Incentive Program

–  Performance Share Awards

–  Time-Based Restricted Share Awards

28    Energizer Holdings, Inc. 2018 Proxy Statement

A.R. Hoskins

T.W. Gorman¹

M.S. LaVigne

G.T. Kinder

E.K. Boss

Mr. Gorman was appointed Chief Financial Officer in June 2017, and the Human Capital Committee re-evaluated his base salary in August 2017.

Energizer Holdings, Inc. 2018 Proxy Statement    29

Driving Shareholder Value

Weighting of
Bonus Target

Threshold

(50% of
Bonus
Target)

Target

(100% of
Bonus
Target)

Stretch

(200% of
Bonus
Target)

Actual
Achievement

Adjusted Net

Sales

Net Sales measures revenue and encourages development of consumer-relevant innovation and in-store execution to drive product sales

Adjusted

Selling, General

&

Administrative

(SG&A) Expense

as a Percentage

of Net Sales

This metric measures the overhead costs that we incur as a percentage of sales and encourages expense management

Adjusted

Operating Profit

Operating profit measures underlying business profit and encourages selling products, generating strong gross margins and maintaining tight cost controls

Adjusted

Free Cash Flow

Free cash flow measures the cash generated by our Company; the metric encourages execution of sales goals and expense targets as well as prudent management of capital expenditures and working capital

30    Energizer Holdings, Inc. 2018 Proxy Statement

Bonus Target

A.R. Hoskins

T.W. Gorman

M.S. LaVigne

G.T. Kinder

E.K. Boss

Energizer Holdings, Inc. 2018 Proxy Statement    31

Threshold

(50% of
Target)

Target

(100% of
Target)

Stretch

(200% of
Target)