UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

EDGEWELL PERSONAL CARE COMPANY

(Name of the Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2019 Annual Meeting

and

Proxy Statement

February 1, 2019

8:30 a.m. Eastern Time

Hyatt Regency

5001 Coconut Road

Bonita Springs, Florida 34134

EDGEWELL PERSONAL CARE COMPANY

6 Research Drive

Shelton, Connecticut 06484

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Edgewell Personal Care Company to be held at 8:30 a.m. Eastern Time on Friday, February 1, 2019 at the Hyatt Regency, 5001 Coconut Road, Bonita Springs, Florida 34134.

In connection with the Annual Meeting, we have prepared a Notice of Annual Meeting of Shareholders, a Proxy Statement, and our 2018 Annual Report. On or about December 20, 2018, we will mail to our shareholders these materials or a Notice of Availability of Proxy Materials containing instructions on how to access these materials online.

If you plan to attend the Annual Meeting, please bring proof of identification (such as a driver’s license or other photo identification).

Whether you plan to attend the Annual Meeting or not, we encourage you to read the Proxy Statement and vote your shares. You may vote over the Internet, as well as by telephone, or, if you received or requested to receive printed proxy materials, by signing, dating and returning the proxy card enclosed with the proxy materials in the postage-paid envelope provided. However you decide to vote, we would appreciate you voting as soon as possible.

Regards,

DAVID P. HATFIELD

Chairman, President and Chief Executive Officer

December 20, 2018

EDGEWELL PERSONAL CARE COMPANY

6 Research Drive

Shelton, Connecticut 06484

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2019 Annual Meeting of Shareholders of Edgewell Personal Care Company (the “Annual Meeting”) will be held at 8:30 a.m. Eastern Time on Friday, February 1, 2019 at the Hyatt Regency, 5001 Coconut Road, Bonita Springs, Florida 34134.

The purpose of the meeting is:

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting. We are mailing to many of our shareholders a notice of availability over the Internet of the proxy materials, rather than mailing the proxy materials. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on obtaining a paper copy. All shareholders who do not receive such a notice of availability, and any shareholders who request to receive a paper copy of the proxy materials, will receive a full set of paper proxy materials by U.S. mail. This process will reduce our costs to print and distribute our proxy materials.

You may vote if you are a shareholder of record on November 23, 2018. It is important that your shares be represented and voted at the Annual Meeting. Please vote in one of the following ways:

This Notice, the Proxy Statement, and our 2018 Annual Report to Shareholders have also been posted at www.proxyvote.com.

By Order of the Board of Directors,

Marisa Iasenza

Chief Legal Officer & Corporate Secretary

December 20, 2018

TABLE OF CONTENTS

2018 PROXY SUMMARY

This summary highlights certain information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

i

ii

iii

PROXY STATEMENT—VOTING PROCEDURES

YOUR VOTE IS VERY IMPORTANT

The Board of Directors is soliciting proxies to be used at the Annual Meeting. This Proxy Statement, the form of proxy and our 2018 Annual Report to Shareholders will be available at www.proxyvote.com beginning on or about December 20, 2018. A Notice Regarding the Availability of Proxy Materials will be mailed to shareholders of record as of the Record Date, on or about December 20, 2018.

How to Receive Printed Materials

We have elected to take advantage of the Securities and Exchange Commission’s (“SEC”) rule that allows us to furnish proxy materials to you online. We believe electronic delivery expedites shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of full sets of materials. On or about December 20, 2018, we will mail to many of our shareholders a Notice containing instructions on how to access our Proxy Statement and 2018 Annual Report to Shareholders online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. The Notice contains instructions on how to receive a paper copy of the materials.

Who Can Vote

Shareholders of Edgewell Personal Care Company (“Edgewell” or “Company”) common stock on November 23, 2018 may vote at the Annual Meeting and any adjournment or postponement thereof. On November 23, 2018, there were 54,116,880 shares of common stock outstanding. The shares of common stock held in our treasury will not be voted.

How You Can Vote

There are four voting methods for shareholders:

        Voting by MAIL. If you received a paper copy of the proxy materials, and if you choose to vote by mail, then complete a proxy card, date and sign it, and return it in the postage-paid envelope provided.

        Voting by 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, seven days a week.

        Voting by 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, seven days a week.

        Voting in PERSON by written ballot at the Annual Meeting.

Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m. Eastern Time on January 31, 2019.

Please note that if you are a shareholder and plan to vote in person at the Annual Meeting, you should bring proof of identification (such as a driver’s license or other form of photo identification). If you are representing an entity that is a shareholder, you should provide written evidence that you are authorized to act for such shareholder.

Edgewell Proxy Statement		1

If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record. You must bring such proxy and proof of identification with you to attend, and be able to vote at, the meeting. In order to vote such shares otherwise, you must follow the instructions given to you by such bank, broker or other holder of shares. See “Beneficial Owners and Broker Non-Votes” below.

If you vote by telephone or via the Internet, you should not return a proxy card.

How You May Revoke or Change Your Vote

You can revoke your proxy at any time before it is voted at the Annual Meeting by:

General Information on Voting

You are entitled to cast one vote for each share of common stock you own on the Record Date. If you are a shareholder of record and you do not submit a proxy or vote in person, no votes will be cast on your behalf on any of the items of business at the Annual Meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum.

The election of each director nominee, the ratification of our independent registered public accounting firm for fiscal 2019 and the approval of the executive compensation by non-binding vote, must be approved by a majority of the voting power represented at the Annual Meeting in person or by proxy and entitled to vote on the matter. Our Board will adopt a director resignation policy prior to the Annual Meeting, which policy will require that any director nominee who receives a number of votes cast in favor of their election that is less than a majority of the number of votes cast either for or against their election at the relevant meeting will tender their resignation from the Board. The policy will also require that if our Board decides not to accept such resignation, our Board will publicly disclose a detailed explanation of our Board’s decision within 60 days of the date such resignation is tendered. The policy will be in effect for the Annual Meeting and will be effected as an amendment to our Company’s Corporate Governance Principles, which will be available on our website. Shareholders do not have the right to vote cumulatively in electing directors. Shares represented by a proxy marked “against” or “abstain” on any matter will be considered present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote, but will not be considered to have voted in favor of a director nominee. Therefore, any proxy marked “against” or “abstain” will have the effect of a vote against a nominee.

While the shareholder vote on executive compensation is advisory and not binding on our Company, our Board and the Compensation Committee of our Board, which is responsible for administering our executive compensation programs, are interested in the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the votes when making future compensation decisions for our named executive officers.

All shares for which proxies have been properly submitted—whether by telephone, Internet or mail—and not revoked, will be voted at the Annual Meeting in accordance with your instructions. If you sign a proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by our Board.

If any other matters are properly presented at the Annual Meeting for consideration, the persons named in your properly submitted proxy card will have the discretion to vote on those matters for you. As of the date of this Proxy Statement, no other matters have been raised for consideration at the Annual Meeting.

Beneficial Owners and Broker Non-Votes

If your shares are held by a bank, broker or other nominee, you are considered the “beneficial owner” of the shares, which are held in “street name.” If you hold your shares in street name, you can instruct the broker, bank or other nominee who is the shareholder of record how to vote these shares by using the voting instructions given to you by the broker, bank, or other nominee.

2		Edgewell Proxy Statement

The broker, bank, or other nominee may vote the shares in the absence of your voting instructions only with regard to “routine” matters. The election of directors and the advisory vote on executive compensation are considered “non-routine” matters and, accordingly, if you do not instruct your broker, bank or other nominee how to vote in these matters, no votes will be cast on your behalf with respect to these matters.

Your broker, bank or other nominee does, however, have discretion to vote any uninstructed shares on the ratification of the appointment of our accounting firm. If the broker, bank or other nominee votes the uninstructed shares on the ratification of the accounting firm (either personally or by proxy), these shares may be considered as “present” for quorum purposes but will not be deemed voted on other matters and will be considered “broker non-votes” with respect to such other matters.

Such broker non-votes shall have no effect on the votes on election of directors and the advisory vote on executive compensation.

Costs of Solicitation

We will pay for preparing, printing and mailing this Proxy Statement. Proxies may be solicited personally or by telephone by our employees without additional compensation. 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.

Section 16(a) Beneficial Ownership Reporting Compliance

To the best of our knowledge, all filings of stock ownership and changes in stock ownership by our directors and executive officers and beneficial owners of more than 10% of our stock, which are required by rules of the SEC, were made on a timely basis in fiscal 2018.

Edgewell Proxy Statement		3

ITEM 1. ELECTION OF DIRECTORS

Our Board of Directors currently consists of 12 members. All 12 directors, except Robert W. Black, George R. Corbin, Joseph D. O’Leary and Gary K. Waring, have been previously elected by our shareholders. Messrs. Black and Corbin were appointed to our Board pursuant to the Cooperation Agreement with Legion Partners described below under the heading “Cooperation Agreement with Legion Partners,” and Messrs. O’Leary and Waring were appointed to our Board in October 2018 to fill vacancies created by the expansion of the size of our Board from eight to ten directors.

Twelve directors will be elected at the Annual Meeting to serve for a one-year term expiring at our 2020 annual meeting of shareholders (“2020 Annual Meeting”). Our Board has nominated Messrs. Hatfield, Black, Corbin, Heinrich, Hoover, Hunter, Johnson, O’Leary, Sachdev and Waring and Mss. Hendra and Long for election as directors at this meeting. Each nominee is currently serving as a director and has consented to serve for the one-year term. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified.

We do not know of any reason why any of the nominees for director named herein would be unable to serve; however, if any nominee is unable to serve as a director at the time of the Annual Meeting, your proxy may be voted for the election of another person our Board may nominate in his or her place, unless you indicate otherwise.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for the election of each director.

Our Board will adopt a director resignation policy prior to the Annual Meeting, which policy will require that any director nominee who receives a number of votes cast in favor of their election that is less than a majority of the number of votes cast either for or against their election at the relevant meeting will tender their resignation from our Board. The policy will also require that if our Board decides not to accept such resignation, the Board will publicly disclose a detailed explanation of their decision within 60 days of the date such resignation is tendered. The policy will be in effect for the Annual Meeting and will be effected as an amendment to our Company’s Corporate Governance Principles, which will be available on our website.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES AS DIRECTORS OF OUR COMPANY.

4		Edgewell Proxy Statement

INFORMATION ABOUT NOMINEES FOR DIRECTOR

Please review the following information about the nominees, who are all standing for election at this meeting for a term expiring at the 2020 Annual Meeting. The ages shown are as of December 31, 2018.

		DAVID P. HATFIELD, Director Since 2015, Age 58   Mr. Hatfield is currently our Chairman, President and Chief Executive Officer. Mr. Hatfield has been President and Chief Executive Officer of our Company since July 1, 2015 and was appointed Chairman in July 2016. From October 2007 to July 1, 2015, he served as Chief Executive Officer of the Energizer Personal Care division commencing upon our acquisition of Playtex in October 2007. Prior thereto, Mr. Hatfield served in a number of senior leadership positions at Schick-Wilkinson Sword: in 2007 he was named President and Chief Executive Officer; from 2004 to 2007 he served as its Executive Vice President and Chief Marketing Officer; from 1999 to 2004 he was appointed Vice President, North America and Global Marketing and led the e2 launch and segmentation strategy development, where he also helped formalize the company’s M&A strategy and was the marketing lead on the team that successfully acquired Schick; and from 1997 to 1999, he served as Vice President, Europe, Marketing in Switzerland. From 1988 to 1997, Mr. Hatfield served in a number of capacities in the Eveready Battery division including Advertising Manager (during the launch of the Energizer Bunny), Director of Marketing for Latin America, and Director of Marketing North America. In 1986, he joined Ralston Purina in the pet food marketing department.   Mr. Hatfield does not currently serve on any other public company boards.   Mr. Hatfield has over 30 years of service with Edgewell, in both international and domestic leadership positions, and he has obtained extensive knowledge of our business operations and industry dynamics. In his capacity as our Chief Executive Officer, Mr. Hatfield provides a necessary and unique perspective to our Board.

		ROBERT W. BLACK, Director Since 2018, Age 59   Mr. Black has served as an Executive Advisor Partner at Wind Point Partners since 2013 and as a Senior Advisor to The Boston Consulting Group, Inc. since 2012. From 2006 to 2012, Mr. Black served as Group President at Kimberly-Clark International, where he led the portfolio reconstruction, reinvigoration and reorganization of the company’s international businesses. Prior to becoming Group President, Mr. Black served as Kimberly Clark’s Chief Strategy Officer and Chief Innovation Officer. From 2004 to 2006, Mr. Black served as Chief Operating Officer and a member of the Board of Sammons Enterprises, where he led the company’s growth and business transformation strategy. From 1994 to 2004, he served in a number of senior leadership positions at Steelcase International, including President—International, Chief Marketing Officer and Chief Strategy Officer. Mr. Black led the transformation of the Steelcase business through acquisitions, rationalized branding, reconfiguration of the organization and the launch of new products.   Mr. Black does not currently serve on any other public company boards. In the past five years he served on the board of directors of Annie’s, Inc. before its acquisition by General Mills, Inc.   Mr. Black holds a Bachelor’s degree in Management from the University of New York at Buffalo and an MBA from Harvard University’s Business School.   Mr. Black brings extensive international business, digital commerce, strategy, operations and innovation experience to our Board. He currently serves as a member of our Audit and Corporate Governance Committees. Mr. Black joined our Board in 2018 pursuant to the Cooperation Agreement with Legion Partners.

Edgewell Proxy Statement		5

THE BOARD OF DIRECTORS AND EDGEWELL’S CORPORATE GOVERNANCE

STANDING COMMITTEES AND MEETINGS

Audit Committee: Our Audit Committee reviews Edgewell’s auditing, accounting, financial reporting and internal control functions. The committee is also 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. The Audit Committee also receives reports from the head of our internal audit department. Our Board has determined that all members of our Audit Committee are independent and financially literate in accordance with the criteria established by the SEC and the New York Stock Exchange (“NYSE”). Our Board has elected Gary K. Waring as chair of the Audit Committee, and has determined that

Edgewell Proxy Statement		11

Messrs. Waring, Black and Mr. Heinrich and Ms. Long are audit committee financial experts, as defined by SEC guidelines. The Audit Committee’s charter can be viewed on our website, www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Audit Committee Charter.” Information on our website does not constitute a part of this Proxy Statement.

Compensation Committee: Our Compensation Committee sets the compensation of our executive officers, administers our incentive stock plans and grants equity-based awards, including performance-based awards, under those plans. The committee also administers and approves performance-based awards under our executive officer bonus plan, establishes performance criteria for performance-based awards, monitors management compensation and benefit programs, reviews principal employee relations policies, and conducts evaluations of our Company’s performance in the areas of diversity and inclusion in our workforce. Our Compensation Committee also has responsibility for reviewing a risk assessment of our compensation policies and practices and overseeing plans for leadership development and succession. Our Board has determined that all members of our Compensation Committee are non-employee directors and are independent, as defined in the listing standards of the NYSE. The Compensation Committee’s charter can be viewed on our website, www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Compensation Committee Charter.” Information on our website does not constitute a part of this Proxy Statement.

Corporate Governance Committee: Our Corporate Governance Committee is responsible for recommending to our Board nominees for election as directors and executive officer appointments, as well as committee memberships and compensation and benefits for directors. The committee also has responsibility for administering our stock ownership guidelines for non-executive directors, conducting the annual self-assessment process of our Board and committees, and reviewing our Corporate Governance Principles and committee charters. Our Corporate Governance Committee also monitors our Company’s positions and responses to significant public policy issues, including our compliance with applicable laws, and our actions in furtherance of our Company’s corporate social responsibility objectives. Our Board has determined that all members of our Corporate Governance Committee are non-employee directors, and are independent, as defined in the listing standards of the NYSE. The Corporate Governance Committee’s charter can be viewed on our website, www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Corporate Governance Committee Charter.” Information on our website does not constitute a part of this Proxy Statement.

Finance Committee: Our Finance Committee reviews our financial condition, objectives and strategies, and acquisitions and other major transactions, and makes recommendations to our Board concerning financing requirements, our stock repurchase program and dividend policy, foreign currency management and pension fund performance. The Finance Committee’s charter can be viewed on our website, www.edgewell.com, click on “Investors,” then “Corporate Governance,” then “Finance Committee Charter.” Information on our website does not constitute a part of this Proxy Statement.

During fiscal 2018, all directors attended 75% or more of our Board meetings and meetings of the committees on which they served at the time of their period of service. Under our Corporate Governance Principles, each director is highly encouraged to attend our annual meeting of shareholders each year, preferably in person. All directors in office during the 2018 Annual Meeting of Shareholders attended the meeting.

CORPORATE GOVERNANCE, RISK OVERSIGHT AND DIRECTOR INDEPENDENCE

Board Leadership Structure

Our Board regularly considers the appropriate leadership structure for Edgewell and has concluded that our Company and shareholders are best served by not having a formal policy on whether the same individual should serve as both chief executive officer and chairman of our Board. This flexibility allows our Board to utilize its considerable experience and knowledge to elect the most qualified director as chairman of our Board, while maintaining the ability to separate the chairman and chief executive officer roles when necessary. Currently, Mr. Hatfield holds the roles of chairman of our Board and chief executive officer. As the chairman of our Board and chief executive officer is currently employed by Edgewell, our Board has also determined it is appropriate to have a lead independent director who provides, in conjunction with the chairman, leadership and guidance to our Board. Our Board believes this structure is currently the optimal structure for

12		Edgewell Proxy Statement

providing leadership that is both independent in its oversight of management and closely attuned to our specific business. Mr. Hatfield, as chief executive officer and chairman of our Board, is responsible for setting Edgewell’s strategic direction and the day-to-day leadership and performance of our Company, while also setting the agenda for Board meetings in consultation with the lead independent director and presiding over meetings of the full Board. The lead independent director serves as a liaison on Board-related issues between the chairman and the independent directors, presides over non-management executive sessions of our Board and at such other times as our Board shall determine and sets the agenda for such sessions, meets with the chairman to discuss matters arising from such meetings, and performs such other functions as our Board may direct. Our Board periodically evaluates the structure most appropriate for the environment in which we operate.

Risk Oversight and Risk Management

Our Board, acting both directly and through its committees, is actively involved in oversight of the significant risks affecting our business. The risk oversight activities of our Board and committees are informed by our management’s risk assessment and risk management processes. Our Board’s role in risk oversight is consistent with our Company’s leadership structure, with management having day-to-day responsibility for assessing and managing our Company’s risk exposure and our Board and its committees providing oversight in connection with those efforts, with particular focus on the most significant risks facing our Company.

The risk oversight responsibility of our Board and its committees is enabled by management reporting processes that are designed to provide visibility to our Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. Management of day-to-day operational, financial and legal risks is the responsibility of our Company’s operational and executive leadership. Our Company maintains a Risk Committee of senior personnel in a number of functional areas and is sponsored by our chief executive officer. The purposes of the Risk Committee are:

Risks that are identified by the Risk Committee as significant are then reported to the appropriate Board committee. The Audit Committee performs a central oversight role with respect to financial and compliance risks and meets with our independent auditors outside the presence of senior management. It also regularly receives reports regarding our internal controls and compliance risks viewed as most significant, along with management’s processes for seeking to maintain compliance within an internal controls environment. The Compensation Committee is responsible for conducting appropriate reviews of compensation practices as they relate to risk management. The Risk Committee engages with our Board with respect to significant risks and submits a risk report to our Board on an annual basis.

Although we have devoted significant resources to develop our risk management policies and procedures, these policies and procedures, as well as our risk management techniques, may not be fully effective. In addition, there may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated. In either case, we could suffer losses and our results and financial position could be materially adversely affected.

Sustainability

Our Company places a high priority on operating in a responsible and respectful manner. We believe that sustainable operations are both financially beneficial and critical to the health of the communities in which we operate. Our Sustainable Development Mission is to “do the right thing” in conducting our business in an effort to ensure that we preserve the environment for future generations and provide a safe and healthy working environment for colleagues while promoting the continued success of our commercial enterprise. Our Sustainable Development Mission is derived directly from our organizational values and is one of our leadership strategies. At the core of our sustainability efforts are three pillars:

Edgewell Proxy Statement		13

We have established sustainable development goals to focus our conservation efforts across four key areas: energy, greenhouse gas emissions, solid waste and water usage. In addition, we are actively developing and incorporating “design for sustainability” tools into our product development process. “Design for sustainability” proactively addresses environmental, social and economic considerations from the earliest stages of the product development process throughout the product lifecycle. The goal is to design products that minimize energy consumption and waste generation and increase utilization of high recovery materials.

Our Business Practices and Standards of Conduct are designed to provide guidance on and articulate our commitment to several key matters such as safety and health, protecting the environment, use of company resources, and promoting a harassment-free work environment. It also addresses certain legal and ethical facets of integrity in business dealings with suppliers, customers, investors and the governments that regulate us. We assess global compliance with this policy annually.

Our Supplier Code of Conduct sets forth our Company’s basic expectations for environmental, labor, supplier working conditions and ethical practices that suppliers are expected to meet in order to do business with Edgewell. We believe we hold our suppliers to a high standard and use a risk-based approach to audit suppliers for ongoing compliance.

Compensation Committee Interlocks and Insider Participation

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

Determining Executive Compensation

At the beginning of each fiscal year, the Compensation Committee reviews and approves compensation for our executive officers, including any merit increases to base salary, our annual cash bonus program, long-term equity incentive awards, and performance targets under those programs and awards. The committee members base these determinations on their review of competitive market data from our peer group, shareholder views, including the results of the most recent advisory vote on executive compensation, and the recommendations of the chief executive officer and our human resources department. Meridian Compensation Partners LLC (“Meridian”), the committee’s compensation consultant, conducts an in-depth annual review of our compensation practices, and those of our peer group, in order to support the committee’s review process. Meridian also advises the committee on the competitiveness of our executive compensation programs. For more information on the committee’s review process and Meridian’s assistance to the committee, as well as on compensation consultants retained by our Company, see “Executive Compensation—Compensation Discussion and Analysis.”

Meridian also advises the Corporate Governance Committee during its review of compensation for non-employee directors.

Committee Charters, Governance and Codes of Conduct

The charters of the committees of our Board of Directors and our Corporate Governance Principles have been posted on our website at www.edgewell.com, under “Investors,” then “Corporate Governance.” Information on our website does not constitute part of this Proxy Statement. Our code of business conduct and ethics applicable to the members of our Board, as well as the code applicable to our officers and employees, have also been posted on our website. You can view our codes of conduct on our Company’s website, www.edgewell.com, under “Company,” click on “Sustainability,” then click “Codes of Conduct.”

Copies of the committee charters, the Corporate Governance Principles and the codes of conduct will be provided, without charge, to any shareholder upon request directed in writing to our Corporate Secretary, Edgewell Personal Care Company, 6 Research Drive, Shelton, Connecticut 06484.

14		Edgewell Proxy Statement

Director Independence

Our Corporate Governance Principles, adopted by our Board, provide that a majority of our Board, and the entire membership of the Audit, Compensation and Corporate Governance Committees of our Board, will consist of independent, non-employee directors who meet the criteria for independence required by the NYSE listing standards. In addition, our Corporate Governance Principles provide that there may not be at any time more than two employee directors serving on our Board.

A director will be considered independent if he or she does not have a material relationship with us, as determined by our Board. To that end, our Board, in the Corporate Governance Principles, has established guidelines for determining whether a director is independent, consistent with the listing standards of the NYSE. A director will not be considered independent if:

The following relationships will be considered material:

For relationships not described above or otherwise not covered in the above examples, a majority of our independent directors, after considering all of the relevant circumstances, may make a determination whether or not such relationship is material and whether the director may therefore be considered independent under the NYSE listing standards. We have also considered and determined that members of our Audit Committee and Compensation Committee satisfy the additional independence requirements of the NYSE and SEC for such committees.

Director affiliations and transactions are regularly reviewed to ensure that there are no conflicts or relationships with our Company that might impair a director’s independence. Every year, we submit a questionnaire to each director and executive officer, in addition to conducting our own internal review, for the purpose of identifying certain potentially material transactions or relationships between each director, or any member of his or her immediate family, and our Company, our senior management and our independent auditor.

Edgewell Proxy Statement		15

Pursuant to that review, our Board considered the independence of:

Our Board also determined that no arrangement or understanding exists between any director or executive officer of our Company and any other person pursuant to which any of them were selected as a director or executive officer, except that Messrs. Black and Corbin were appointed as directors of our Company in connection with the Cooperation Agreement with Legion Partners, as discussed below. Accordingly, based on the responses to the 2018 questionnaire and the results of its review, our Board has affirmatively determined that all directors, other than David Hatfield, are independent from management. The following are the non-employee directors deemed to be independent: Robert W. Black; George R. Corbin; Daniel J. Heinrich; Carla C. Hendra; R. David Hoover; John C. Hunter, III; James C. Johnson; Elizabeth Valk Long; Joseph D. O’Leary; Rakesh Sachdev; and Gary K. Waring.

Director Nominations

The Corporate Governance Committee is responsible for recommending candidates for election to our Board of Directors, consistent with the requirements for membership set forth in our Corporate Governance Principles. Those requirements include integrity, independence, diligence, diversity, energy, forthrightness, analytical skills and a willingness to challenge and stimulate management, and the ability to work as part of a team in an environment of trust. The principles also indicate our Board’s belief that each director should have a basic understanding of (i) our principal operational and financial objectives, plans and strategies, (ii) our results of operations and financial condition, and (iii) the relative standing of our Company and our business segments in relation to our competitors. In addition to those standards, the committee seeks directors who will effectively represent the interests of our shareholders, and who bring to our Board a breadth of experience from a variety of industries, geographies and professional disciplines. Although our Company does not have a formal policy with respect to diversity matters, our Board also considers factors such as diversity on the basis of race, color, national origin, gender, religion, disability and sexual orientation. The committee reviews its effectiveness in balancing these considerations when assessing our Board’s composition. The committee is also responsible for articulating and refining specific criteria for Board and committee membership to supplement, as appropriate, the more general criteria set forth in our Corporate Governance Principles.

The Corporate Governance Committee expects a high level of commitment from Board members and evaluates each candidate’s leadership and experience, skills, expertise and character traits, including the candidate’s ability to devote sufficient time to Board and committee meetings in light of other professional commitments. The committee also reviews whether a potential candidate meets Board and/or committee membership requirements, as set forth in our Corporate Governance Principles, determines whether a potential candidate is independent according to our Board’s established criteria, and evaluates the potential for a conflict of interest between the director and our Company.

16		Edgewell Proxy Statement

Historically, when vacancies have occurred, or when our Board determined that increasing its size was appropriate, candidates have been recommended to the committee by other Board members or the chief executive officer. The committee, however, will consider and evaluate any shareholder-recommended candidates by applying the same criteria used to evaluate candidates recommended by directors or management. The committee also has authority to retain a recruitment firm if it deems it advisable. Shareholders who wish to suggest an individual for consideration for election to our Board of Directors may submit a written nomination to our Corporate Secretary, Edgewell Personal Care Company, 6 Research Drive, Shelton, Connecticut 06484, along with the shareholder’s name, address and number of shares of common stock beneficially owned; the name of the individual being nominated and number of shares of common stock beneficially owned by the nominee; the candidate’s biographical information, including age, business and residential addresses, and principal occupation for the previous five years, and the nominee’s consent to being named as a nominee and to serving on our Board. A description of factors qualifying or recommending the nominee for service on our Board would also be helpful to the Corporate Governance Committee in its consideration. To assist in the evaluation of shareholder-recommended candidates, the committee may request that the shareholder provide certain additional information required to be disclosed in our proxy statement under Regulation 14A of the Securities Exchange Act of 1934 (the “Exchange Act”). If the committee determines a candidate, however proposed, is suitable for Board membership, it will make a recommendation to our Board for its consideration.

Under our bylaws, shareholders may also nominate candidates for election at an annual meeting of shareholders. See “Shareholder Proposals for the 2020 Annual Meeting” for details regarding the procedures and timing for the submission of such nominations. Director nominees submitted through this process will be eligible for election at the annual meeting but will not be included in our Company’s proxy materials prepared for the meeting.

Cooperation Agreement with Legion Partners

On October 28, 2018, our Company entered into an agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, LLC and certain related investors (collectively, “Legion Partners”). Pursuant to the Cooperation Agreement, our Board increased its size from ten to 12 directors, appointed Robert W. Black and George R. Corbin to the newly created directorships and agreed to include Messrs. Black and Corbin in the slate of nominees for re-election at the Annual Meeting. Each of Messrs. Black and Corbin are serving an initial term expiring at our Annual Meeting and are included in Proposal One of this proxy statement as nominees nominated and recommended by our Board for re-election at the Annual Meeting.

Pursuant to the Cooperation Agreement, Legion Partners agreed not to nominate any director candidates to stand for election at the Annual Meeting. In addition, the Cooperation Agreement provides that, at the Annual Meeting and at any meeting of our shareholders held prior to the expiration of the Standstill Period (as defined below), Legion Partners will vote all of their shares of Company common stock in favor of the election of directors nominated by our Board and otherwise in accordance with our Board’s recommendation, subject to certain exceptions for extraordinary transactions, adoption of certain specified matters, the adoption of new or amended compensatory plans and certain matters with a contrary recommendation from Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC.

The Cooperation Agreement includes certain restrictions applicable from October 28, 2018 until the date that is 15 calendar days prior to the deadline for the submission of shareholder nominations of directors for the 2020 Annual Meeting pursuant to our Company’s Bylaws as in effect on October 28, 2018 (the “Standstill Period”). During the Standstill Period, Legion Partners are, among other things and subject to certain exceptions, restricted from engaging in any solicitation of proxies or written consents with respect to our Company, proposing business combinations involving our Company, supporting changes in our Company’s management, business or corporate structure, acquiring assets of our Company, or acquiring any voting stock that would result in Legion Partners having beneficial ownership of more than 9.9% of our Company’s outstanding common stock.

Our Company has agreed that if Mr. Black is unable or unwilling to serve as an independent director for any reason (other than a failure to be elected at the Annual Meeting), our Company will reasonably consult with Legion Partners when selecting a replacement independent director, and will consider in good faith qualified replacements proposed privately by Legion Partners (which candidates must be unaffiliated with and independent of Legion Partners). Our Company’s obligations described in the immediately preceding sentence will terminate on the expiration of the Standstill Period (or, if

Edgewell Proxy Statement		17

earlier, at such time as Legion Partners and its affiliates cease to beneficially own at least 750,000 shares of our Company’s common stock). The Cooperation Agreement was included as Exhibit 10.1 to our Company’s Current Report on Form 8-K filed with the SEC on October 30, 2018. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text thereof.

Stock Ownership Guidelines

In order to help align the financial interests of our non-employee directors with those of our shareholders, our Corporate Governance Principles provide that our non-employee directors must maintain ownership of our common stock with a value of at least five times the director’s annual retainer. New directors are given a period of five years to attain full compliance with these requirements.

For purposes of these determinations, stock ownership includes shares of our common stock which are owned directly or by family members residing with the director, or by family trusts, as well as vested options, vested and deferred restricted stock equivalents and unvested restricted stock equivalents, unless they are subject to achievement of performance targets, and common stock or stock equivalents credited to a director under our savings investment plan or our deferred compensation plan. As of the end of fiscal 2018, all of our directors were in compliance with these guidelines.

Communicating Concerns to our Board

We have established several means for shareholders or others to communicate their concerns to our Board. If the concern relates to our financial statements, accounting practices or internal controls, the concern should be submitted in writing to Gary K. Waring, the chairman of our Audit Committee, in care of our Corporate Secretary at our headquarters address, 6 Research Drive, Shelton, Connecticut 06484. If the concern relates to our governance practices, business ethics or corporate conduct, the concern may be submitted in writing to James C. Johnson, the chairman of our Corporate Governance Committee, or R. David Hoover, our Lead Independent Director and the chairman of our Finance Committee, in care of our Corporate Secretary at our headquarters address. If the shareholder is unsure as to which category his or her concern relates, he or she may communicate it to R. David Hoover, our Lead Independent Director, or any one of the independent directors in care of our Corporate Secretary at our headquarters address.

Our “whistleblower” policy prohibits our Company or any of our employees from retaliating or taking any adverse action against anyone for raising a concern. If a shareholder or employee nonetheless prefers to raise his or her concern in a confidential or anonymous manner, he or she may call Navex Global’s EthicsPoint, our external service provider, toll-free at 855-405-6557, or by leaving a message at our confidential web address: www.edgewell.ethicspoint.com.

18		Edgewell Proxy Statement

DIRECTOR COMPENSATION

We provided several elements of compensation to our directors for service on our Board during fiscal 2018. The Compensation Committee, which makes recommendations to the full Board regarding director compensation, strives to set director compensation at the 50^th percentile of the peer group. This peer group, which can be found under “Executive Compensation—Compensation Discussion and Analysis—Compensation Benchmarking,” has been selected for purposes of evaluating our executive compensation based on market data provided by the committee’s independent consultant, Meridian.

Non-employee directors are permitted to defer all or a portion of their retainers and fees under the terms of our deferred compensation plan. Deferrals may be made into (i) the Edgewell common stock unit fund, which tracks the value of our common stock; or (ii) the prime rate option, under which deferrals are credited with interest at the prime rate quoted by The Wall Street Journal. Deferrals in the deferred compensation plan are paid out in a lump sum in cash within 60 days following the director’s termination of service on the Board.

Edgewell Proxy Statement		19

NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2018

20		Edgewell Proxy Statement

ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

Our Audit Committee, in accordance with authority granted in its charter by our Board, appointed PricewaterhouseCoopers LLP (“PwC”) as our Company’s independent auditor for the 2018 fiscal year. PwC has served as our independent auditor for every fiscal year since 2000, and PwC has begun certain work related to the 2019 fiscal year audit as approved by the Audit Committee. Information on independent auditor fees for the last two fiscal years is set forth below. Our Board and the Audit Committee believe that the retention of PwC to serve as independent auditor is in the best interests of our Company and shareholders. In making this determination, our Board and the Audit Committee considered a number of factors, including:

A representative of PwC will be present at the Annual Meeting and will have an opportunity to make a statement, if desired, as well as to respond to appropriate questions.

Although NYSE listing standards require that the Audit Committee be directly responsible for selecting and retaining the independent auditor, we are providing shareholders with the means to express their views on this matter. Although this vote will not be binding, in the event our shareholders fail to ratify the appointment of PwC, the Audit Committee will reconsider its appointment. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our Company and shareholders.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for ratification.

THE MEMBERS OF THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS

RECOMMEND A VOTE FOR RATIFICATION OF THE APPOINTMENT OF

PWC AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2019.

Audit Committee Pre-Approval Policy

The Audit Committee has a formal policy concerning approval of all services to be provided by our independent auditor, including audit, audit-related, tax and other services. The policy requires that all services the auditor may provide to us must be pre-approved by the Audit Committee. The chairman of the Audit Committee has the authority to pre-approve permitted services that require action between regular committee meetings, provided he reports to the committee at the next regular meeting. Early in each fiscal year, the Audit Committee approves the list of planned audit and non-audit services to be provided by the auditor during that year, as well as a budget estimating spending for such services for the fiscal year. Any proposed services exceeding the maximum fee levels set forth in that budget must receive specific pre-approval by the Audit Committee. The Audit Committee approved all services provided by PwC during fiscal 2018 and fiscal 2017.

Edgewell Proxy Statement		21

Services Provided by PricewaterhouseCoopers LLP

The following table discloses fees paid to PwC for the following professional services rendered during the last two fiscal years:

22		Edgewell Proxy Statement

EXECUTIVE COMPENSATION

The following narratives and tables discuss the compensation paid in fiscal 2018 to our chief executive officer, chief financial officer, and our other three (including one executive officer who retired at the end of the fiscal year) most highly compensated executive officers serving at the end of fiscal 2018, whom we refer to collectively as our “named executive officers,” as well as two former executive officers who would have been named executive officers had they been serving at the end of fiscal 2018. This includes:

COMPENSATION DISCUSSION AND ANALYSIS

Summary of Key Elements of Executive Compensation in Fiscal 2018

The Compensation Committee of our Board (the “Compensation Committee” or the “committee”) is responsible for determination of executive officer compensation. As a general principle, the Compensation Committee seeks to provide an annual compensation program that includes, in addition to base salary, a combination of short-term and long-term incentive programs based on our Company’s performance as measured by certain financial performance metrics, thus linking executive officer compensation to outcomes designed to increase shareholder value.

24		Edgewell Proxy Statement

Base Salary. Traditionally, we set the salaries of our executive officers at the beginning of each fiscal year. In fiscal 2018, we set salaries in November 2017, early in the fiscal year.

Short-Term Incentive Plan (Annual Cash Bonus). Traditionally, we establish an annual short-term incentive program at the start of each fiscal year, to be measured at the conclusion of the fiscal year based on performance against metrics determined at the beginning of the year by the Compensation Committee. In fiscal 2018, we established an annual bonus program for our executive officers effective October 1, 2017, the start of our fiscal year, utilizing three metrics to measure performance:

Long-Term Incentive Plan (Restricted Stock Equivalent (Performance-Based and Time-Vesting) and Option Awards). Traditionally, we have granted long-term incentive awards in the first quarter of the fiscal year. We have increasingly awarded restricted stock equivalents tied to performance-based metrics and/or stock options to enhance the emphasis on Company performance. In fiscal 2018, the NECC, which has been dissolved and replaced with the Compensation Committee effective November 9, 2018, awarded long-term incentive awards to our executive officers in November 2017, early in the fiscal year, consisting of 20% non-qualified stock options, 50% performance-based restricted stock equivalents (“PRSEs”) and 30% time-vesting restricted stock equivalents. For the PRSEs, the performance metrics used for measurement are Adjusted Diluted Earnings per Share (“EPS”) for our Company’s 2020 fiscal year ending September 30, 2020, bearing a weight of 60%, and Cumulative Free Cash Flow as a Percent of Cumulative Net Sales (“FCF”) for the three year period commencing October 1, 2017 and ending on September 30, 2020, bearing a weight of 40%.

Edgewell Proxy Statement		25

The key elements of our fiscal 2018 executive compensation program as well as the purpose of each item are shown in the following table:

26		Edgewell Proxy Statement

Objectives

The key objective of our compensation philosophy is to reward management based upon their success in increasing shareholder value and achieving operational results. With a focus on achieving this overarching goal, the overall executive compensation program is designed to provide a compensation package that will enable us to attract and retain highly talented executives and maintain a performance-oriented culture.

Pay for Performance

Our goal is to instill a “pay for performance” culture throughout our operations, with total compensation opportunities targeted near the 50^th percentile of our peer group. Traditionally, a significant portion of targeted compensation for our named executive officers, consisting of bonus, restricted stock equivalent awards (performance-based and time-vesting), and option awards, is variable—not fixed—compensation, rewarding the named executive officers for the achievement of outstanding and sustained Company performance, which builds shareholder value. We believe this compensation structure offers high potential rewards for superior performance, and significantly lower compensation for results below target.

Competitive Total Compensation Package

Our executive officers are highly experienced, many with industry experience of over 25 years, and have been successful in operating our business, including overseeing the successful transition of our Company to a stand-alone personal care business. Because of management’s level of experience, as well as the value of maintaining continuity in senior executive positions, we view retention of key executives as critical to the ongoing success of our operations. Consequently, we:

Our executive compensation program also includes features to address other compensation-related issues such as retirement concerns, which we believe have played an important role in our executive compensation structure.

Alignment with Shareholder Interests

A significant portion of our traditional compensation program consists of equity grants that align our officers’ interests with those of our shareholders by tying a significant portion of the officers’ compensation to the performance of our common stock. Our incentive compensation program focuses on a combination of short- and long-term metrics which motivate the achievement of our Company’s performance targets. In fiscal 2018, our short-term incentive program utilized metrics of Adjusted EBITDA (profitability), Adjusted Net Sales Growth (revenue growth) and Adjusted Net Working Capital as a Percent of Net Sales (improved balance sheet management), while our long-term incentive program utilized metrics of Adjusted EPS (profitability) and Cumulative Free Cash Flow as a Percent of Cumulative Net Sales (improved balance sheet management). Alignment with shareholder interests is one of the key factors underlying our grant of stock option awards, as the Compensation Committee believes that the award of options at the then-current market price aligns management with shareholder desire for stock price appreciation.

Implementation of the Compensation Program

Our Board has delegated authority to the Compensation Committee to approve all compensation and benefits for our executive officers. The Compensation Committee sets executive salaries and bonuses, reviews executive benefit programs, including change in control severance agreements, and grants cash bonus awards to our executive officers under our cash bonus program, as well as equity awards to our executive officers under our 2018 Stock Incentive Plan. For those employees below the executive officer level, compensation and benefits are determined by our management, under a delegation of authority from the Compensation Committee. Prior to November 9, 2018, this authority was delegated to the NECC.

Edgewell Proxy Statement		27

To assist the NECC in evaluating our executive officer and director compensation programs, the committee directly retained an independent consultant, Meridian Compensation Partners LLC (“Meridian”). In fiscal 2017, Meridian was asked to:

In October 2018, the NECC reviewed the independence of Meridian and determined that Meridian has no conflicts of interest. In particular:

A representative of Meridian attends committee meetings as requested to serve as a resource on executive officer and director compensation matters. In order to encourage independent review and discussion of executive compensation matters, the committee meets with Meridian in executive session.

Compensation Benchmarking

Meridian, with direction from the NECC, developed a custom peer group of companies from which the committee benchmarks our compensation program. Following a thorough review, the NECC determined that a new peer group should be selected for fiscal 2018. Peer companies were selected based on a variety of criteria, including consumer products businesses, businesses with a strong brand focus, competitors for executive talent, and similarly-sized businesses in terms of revenues and market capitalization. The NECC reviewed and approved the use of this custom peer group. Market compensation values are based on practices of the peer group. Each key component of compensation, including base pay, target annual bonus, target total cash compensation and target grant-date value of long-term incentives, is benchmarked against this custom peer group.

The custom peer group approved by the NECC for use for fiscal 2018 was comprised of the following companies:

28		Edgewell Proxy Statement

Results of 2018 Advisory Vote to Approve Executive Compensation

At our 2018 Annual Meeting of Shareholders held on January 26, 2018, we submitted a proposal to our shareholders for a non-binding advisory vote on our fiscal year 2017 compensation awarded to our named executive officers. Our shareholders approved the proposal with approximately 95% of the votes cast in favor of the proposal. We believe that the outcome of our say-on-pay vote signals our shareholders’ support of the committee’s approach to executive compensation, specifically our efforts to attract, retain, and motivate our named executive officers.

We were pleased with our shareholders’ support of our fiscal year 2017 compensation program, and the committee continues to review our executive compensation practices to further align our compensation practices with our pay-for-performance philosophy and shareholder interests. We value the opinions of our shareholders and will continue to consider the outcome of future say-on-pay votes, as well as feedback received throughout the year, when making compensation decisions for our named executive officers.

Elements of Compensation

Base Pay

We benchmark base pay against our peer group annually as a guide to setting compensation for key positions, including the named executive officers, in the context of prevailing market practices. Our management and the Compensation Committee believe an important reference point for base salaries is the 50^th percentile for the peer group, but also that it is important to consider the interplay of all of the various components of total compensation as well as the individual’s performance.

At the beginning of each fiscal year, the committee establishes the salaries of the executive officers (other than the chief executive officer) based on recommendations of the chief executive officer. These recommendations are based on an assessment of the individual’s responsibilities, experience, and individual performance.

The salary of the chief executive officer is set by our Board, based upon the recommendation of the Compensation Committee, taking into account the recommendation of the committee’s compensation consultant. In connection with those reviews, Meridian, without input from management, provides the committee with a market competitive range of possible

Edgewell Proxy Statement		29

salary and long-term incentive award levels. The committee uses this information, along with its analysis of the performance and contributions of the chief executive officer against performance goals, to recommend to our Board an appropriate salary for the chief executive officer.

The NECC evaluated the annual base salaries of the individuals then serving as executive officers at its November 2017 meeting and set the base salaries of the following named executive officers (except for Mr. Hatfield’s base salary, which was set by our Board) effective November 1, 2017:

Incentive Programs

The NECC has traditionally approved an annual two-tier incentive compensation structure for our key executives, consisting of a short-term incentive performance program, paid annually in cash, and a long-term incentive performance program, generally paid in equity, such as restricted stock equivalents or stock options. Until the adoption of the Tax Cuts and Jobs Act in December 2017, awards to officers under our short-term performance program have been made under the terms of our shareholder-approved executive officer bonus plan, and the long-term performance awards were granted under the terms of our Second Amended and Restated 2009 Incentive Stock Plan (the “2009 Stock Plan”), which was replaced by our 2018 Stock Incentive Plan following our shareholders’ approval of the new plan at our 2018 Annual Meeting of Shareholders, consistent with the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

Short-Term Incentive Program - Annual Cash Bonus

Executive Officer Bonus Program

Annual cash bonuses to our named executive officers are based on a percentage of the executive’s annual salary and adjusted based on performance as compared to metrics determined by the NECC. The annual bonus program for fiscal 2018 for those serving as executive officers at the start of fiscal 2018 (the “Executive Officer Bonus Program”) was designed to measure Company-wide performance against three metrics:

The metrics and targets for the Executive Officer Bonus Program were chosen based on fulfilling our Company’s business plan for fiscal 2018. The Adjusted EBITDA metric was chosen to emphasize profit growth and alignment with shareholder interests; the Adjusted Net Sales Growth metric was selected to emphasize top line growth and alignment with shareholder interests; and the Adjusted Net Working Capital as a Percent of Net Sales metric was utilized to emphasize improvement in balance sheet management.

30		Edgewell Proxy Statement

The performance goals for each metric were set by the NECC at the beginning of the fiscal year. The NECC assigned individual “bonus targets” to each of the executive officers, based upon individual performance and prevailing market practice information provided by Meridian. The following “bonus targets,” defined as a percentage of the individual’s base pay for the term of the bonus program, were assigned to the following individuals at the NECC’s November 2017 meeting:

Our named executive officers are eligible to receive bonus payouts under the Executive Officer Bonus Program, if any, only upon achievement of results compared against pre-determined company performance established by the Compensation Committee. The Compensation Committee has the discretionary authority to reduce bonuses otherwise earned under the program. No amount of bonus payout to our executive officers is tied to individual performance objectives.

For the Executive Officer Bonus Program for fiscal 2018, the combined weighted payout for these named executive officers was 68.3% of the target amount, based on outcomes under the following three performance metrics:

Adjusted EBITDA

Adjusted EBITDA means the sum of earnings before interest, taxes, depreciation, and amortization determined in accordance with U.S. generally accepted accounting principles (“GAAP”), subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures, extraordinary dividends, stock splits or stock dividends, recapitalizations, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings.

The threshold, target and stretch achievement levels, determined based upon fulfilling our Company’s business plan for fiscal 2018, and the percent of target payout at each level, are as follows:

Bonuses indicated increase proportionately in 1/10^th of 1% increments for final results between the goals indicated with maximum bonus at stretch. No bonuses tied to our Company performance are paid for results below the threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

The NECC, in consultation with management, considered whether to adjust our Company’s fiscal 2018 EBITDA to reflect the negative financial impact (or whether to exercise its negative discretion to disregard the impact) of various events when determining the achievement of the Adjusted EBITDA target. The NECC determined that no adjustments would be made to fiscal 2018 EBITDA. The NECC determined that, for purposes of the plan, Adjusted EBITDA for the period was $414.2 million, resulting in awards payable under the plan at 66.6% of target with respect to this performance metric.

Edgewell Proxy Statement		31

Adjusted Net Sales Growth

Adjusted Net Sales Growth means the year-over-year change in adjusted net sales from fiscal 2017 to fiscal 2018. Adjusted Net Sales means net sales, as determined in accordance with GAAP, adjusted to account for the impact of changes in foreign currency, the impact of acquisitions and divestitures, extraordinary transactions such as mergers or spin-offs, reorganizations, and unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings.

The threshold, target and stretch achievement levels, determined based upon fulfilling our Company’s business plan for fiscal 2018, and the percent of target payout at each level, are as follows:

Bonuses indicated increase proportionately in 1/10^th of 1% increments for final results between the goals indicated with maximum bonus at stretch. No bonuses tied to Company performance are paid for results below the threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

The NECC determined Adjusted Net Sales for the period was $2,233.9 million, resulting in awards payable under the plan at 80.6% of target with respect to this performance metric.

Adjusted Net Working Capital as a Percent of Net Sales

Adjusted Net Working Capital as a Percent of Net Sales means Average Net Working Capital divided by Net Sales for the performance period, as adjusted for the effect of restructuring events such as plant closings, sales of facilities or operations and business restructurings, and expressed as a percentage. “Average Net Working Capital” means, as of the end of the performance period, the average of the last four quarter end balances for each of (i) receivables, as reported, less the portion of accrued liabilities representing trade allowance, plus (ii) inventories, as reported, minus (iii) accounts payable.

The threshold, target and stretch achievement levels, determined based upon fulfilling our Company’s business plan for fiscal 2018, and the percent of target payout at each level, are as follows:

Bonuses indicated increase proportionately in 1/10^th of 1% increments for final results between the goals indicated with maximum bonus at stretch. No bonuses tied to our Company performance are paid for results below the threshold goal. The maximum bonus payout is capped at 200% for Company performance at, or above, the stretch goal.

The NECC determined that Adjusted Net Working Capital as a Percent of Net Sales for the period was 14.1%, which would have resulted in awards payable under the plan at 92.9% with respect to this performance metric. However, the NECC, in consultation with management, determined that when balancing business unit results with corporate results for this metric, negative discretion should be applied as actual results achieved were not commensurate with the contributions of our executives. Consequently, the NECC determined that it would be appropriate to exercise its negative discretion and revised the results achieved for this performance metric to 14.6%, thereby resulting in awards payable under the plan at 53.8% with respect to this performance metric.

See “Executive Compensation – Summary Compensation Table” for the payouts under the Executive Bonus Program for fiscal 2018 for each of the named executive officers.

Long-Term Incentive Program—Equity Awards (Restricted Stock Equivalents and Options)

Our 2018 Stock Incentive Plan authorizes, and our 2009 Stock Plan previously authorized, the NECC and, effective as of November 9, 2018, its successor the Compensation Committee, to grant various types of equity awards. Under the 2009

32		Edgewell Proxy Statement

Stock Plan, the NECC has granted to key executives restricted stock equivalent awards, consisting of PRSEs and time-vesting awards. Performance-based restricted stock equivalent awards are tied to both achievement of Company performance targets over a set time period (for our Company, typically three years) and continued employment with our Company over the same period as conditions to vesting of the awards. Time-vesting restricted stock equivalent awards are tied solely to continued employment with our Company over a set time period as the condition to vesting of the awards. The NECC also granted to key executives stock option awards under the 2009 Stock Plan, tied to continued employment with our Company over a set time period as the condition to vesting of the awards.

Timing and Procedures for Grants

Other than in exceptional cases, such as promotions or new hires, long-term incentive awards are generally granted in the first quarter of the fiscal year (October through December), at the time when salary levels and short-term incentive programs for the new fiscal year are determined.

The number of restricted stock equivalents and stock options awarded, as well as the mix between restricted stock equivalent and stock option awards and between time-based and performance-based restricted stock equivalent awards, are based on the amounts targeted to be delivered after the applicable vesting period, and the corresponding grant date value of the awards. The restricted stock equivalent awards are stock-settled at the time of vesting when they convert into unrestricted shares of our common stock. Performance-based restricted stock awards are earned based on the level of performance over the vesting period against pre-established goals. Upon vesting, stock option awards become exercisable for the purchase of shares of our common stock at a price per share established at the time of grant, so that the option will have no financial value unless the price of our common stock appreciates following the date of grant. The value of all our equity awards fluctuate based on performance of our Company’s common stock over time. This combination of financial performance and stock price performance enhances alignment with our shareholders.

The chief executive officer recommends to the Compensation Committee the number and type of restricted stock equivalents and stock options to be awarded for each named executive officer (other than the chief executive officer). The committee considers the equity awards for executive officers based in part upon benchmarked data from our peer group provided by Meridian valued on the date of grant, as well as other factors, such as the officers’ individual performance, current dilution rates, and the market run-rate for equity grants among the peer group. With respect to awards to the chief executive officer, Meridian, without input from the chief executive officer or other members of management, provides a market competitive range of potential awards to the committee. However, the committee considers alternatives outside the range and determines the award to recommend to our Board considering the competitive posture, performance of our Company, returns to shareholders, and experience and effectiveness of the chief executive officer’s leadership, as well as the input from Meridian.

Restricted Stock Equivalent Award Grants during Fiscal 2018

The NECC approved the grant of both performance-based and time-vesting restricted stock equivalent awards to the named executive officers in November 2017. These awards can increase in value if our Company’s stock price rises. The number and type of restricted stock equivalent awards granted to each named executive officer is shown in the “Grants of Plan-Based Awards” table.

The PRSEs vest three years from the date of grant, upon achievement of a pre-determined Adjusted EPS metric for our Company’s fiscal year ending September 30, 2020, bearing a 60% weight, and a pre-determined cumulative FCF as a percent of cumulative net sales for the three-year period commencing October 1, 2018 through September 30, 2020, bearing a 40% weight, subject to the recipient remaining employed with our Company on the vesting date. The Adjusted EPS metric was chosen to reward recipients for driving our Company’s bottom-line profitability growth. Adjusted EPS means diluted earnings per share, determined in accordance with GAAP, subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures, extraordinary dividends, stock splits or stock dividends, recapitalizations, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings. The FCF metric was chosen to reward recipients for driving more focus against balance sheet management, in particular working capital management. FCF means net cash from operating activities less capital expenditures, plus proceeds from asset sales, over the three year performance period, determined in accordance with GAAP,

Edgewell Proxy Statement		33

subject to adjustment for certain limited matters, including the effects of acquisitions, divestitures, extraordinary dividends, stock splits or stock dividends, recapitalizations, extraordinary transactions such as mergers or spin-offs, reorganizations, unusual or non-recurring non-cash accounting impacts, and costs associated with restructurings.

The PRSEs have a threshold, target and stretch level of performance. Upon achievement of the threshold level of performance, 25% of the stock equivalents vest; 50% will vest upon achievement of target level performance; and 100% will vest upon achievement of stretch level performance. No PRSEs will vest if results are below the threshold goal, and no additional awards will vest if results are above the stretch goal. Vesting will increase proportionately in 1/10^th of 1% increments for final results between the goals indicated.

The time-vesting restricted stock equivalent awards vest in equal installments on each of the first three anniversaries of the date of grant if the recipient remains employed with our Company on the vesting date.

Stock Option Award Grants during Fiscal 2018

The NECC approved the grant of stock option awards to the named executive officers in November 2017. The stock option awards vest in equal installments on each of the first three anniversaries of the grant date if the recipient remains employed with our Company. Each option has an exercise price equal to the closing market price of our common stock on the date of grant, which was $58.90. These options will have value only if our Company’s stock price increases above $58.90, which provides incentive to the named executive officers to increase shareholder value, thereby aligning their interests with those of our Company’s shareholders. The number of options granted to each named executive officer is shown in the “Grants of Plan-Based Awards” table.

Supplemental Retirement Plans

Prior to January 1, 2014, our defined benefit pension plan covered essentially all U.S. employees after one year of service. As a qualified plan, it was subject to maximum pay and benefit limits under the tax rules. Our supplemental executive retirement plan (“SERP”) provided a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for the tax limitations. Details of benefits under the SERP are set forth in the “Pension Benefits Table,” including the accompanying narrative.

Our named executive officers were also covered by our qualified defined contribution 401(k) plan and entitled to a Company match on a portion of their deferrals to the plan. The amounts which may be deferred on a tax preferred basis into the qualified plan, as well as the amount of the matching contributions, are also subject to IRS limitations. We have also established supplemental plans to compensate executives for these limits. Our executive savings investment plan (“ESIP”) permits executives to defer any excess contributions and matching payments not permitted into the qualified 401(k) plan. According to market data provided by Meridian, these types of benefits are generally offered by our peer group, often with enhanced benefit formulas (which we do not provide). Details of the ESIP, including the contributions, earnings, and year-end balances, are set forth in the “Non-qualified Deferred Compensation Table.”

Effective January 1, 2014, the pension benefit earned to date by active participants under our Company’s legacy U.S. defined benefit pension plan was frozen and future accruals are no longer provided. When the pension plan was frozen, the SERP was similarly frozen. The elimination of the U.S. defined benefit pension benefit was partially offset by an increase in our Company match to contributions made by participants into our defined contribution 401(k) and executive savings investment plans.

Executive Severance Plan

On September 23, 2016, the NECC adopted an executive severance plan for our Company. The plan provides benefits to a number of our Company’s executives, including the named executive officers, in the event of a qualifying termination, which includes an involuntary termination without cause or a voluntary termination as a result of good reason (as such terms are defined in the plan). Unlike many other public companies, we have not offered employment agreements to our executives. In adopting the plan, the NECC considered that the market practice at peer companies is to provide executives with certain benefits in the event of such terminations, and therefore concluded that the plan would be a significant benefit to our Company in attracting and retaining key executives by offering a competitive total compensation package.

34		Edgewell Proxy Statement

Post-termination benefits for participating employees consist of a lump sum payment equal to:

Such benefits are subject to reduction under certain circumstances, including to the extent necessary to avoid certain federal excise taxes. In addition, no benefits will be paid to the extent duplicative of benefits under a change in control or similar agreement with our Company.

The payment of benefits under the plan is conditioned upon, among other things, the employee executing a general release in favor of our Company, which shall include confidentiality, non-solicitation, non-disparagement and non-competition obligations of the employee in favor of our Company.

A description of the projected cost, if all of the named executive officers were terminated on September 30, 2018, is provided under “Potential Payments upon Termination or Change of Control.”

Sheldon Departure

Ms. Sheldon stepped down from her role as our Chief Financial Officer effective December 17, 2017 and left our Company effective January 31, 2018. In connection with her departure, Ms. Sheldon received a severance payment in the amount of $1,040,294; an ESIP payout of $209,794; a deferred compensation payment of $854,568; and a SERP payout of $502,957. All unvested equity awards were forfeited.

Conrad Departure

Mr. Conrad departed his role as Chief Administrative Officer effective November 30, 2017. In connection with his departure, Mr. Conrad received a severance payment in the amount of $509,340; an ESIP payout of $859,115; a deferred compensation payment of $7,684,433; and a SERP payout of $740,237. All unvested equity awards were forfeited.

Severance and Other Benefits Following a Change of Control

Unlike many other public companies, we have not offered employment agreements to our executives. However, we have ongoing change of control agreements with each of our named executive officers, as discussed under “Potential Payments upon Termination or Change of Control.”

The change of control agreements are designed to provide executives with increased security in the event of a change of control, and allow them to weigh alternative future courses for our Company focused on the interests of our shareholders. The NECC annually reviewed the cost and the terms of the agreements in light of advice provided by Meridian, based upon surveys of Fortune 500 companies as well as our peer group, and its own internal data and expertise. Effective as of November 9, 2018, the Compensation Committee has assumed the responsibility for conducting such annual reviews. We believe that the retention value provided by the agreements, and the benefit to us when the executive is provided the opportunity to focus on the interests of our shareholders and not the executive’s own personal financial interests, outweighs the potential cost given that:

Edgewell Proxy Statement		35

The NECC has, from time to time in the last several years, established limitations on the benefits provided under our change of control agreements. In November 2011, our Board, upon the recommendation of the NECC, adopted a policy pursuant to which we would not include tax gross-up payments relating to severance payments, and instead adopted the “best-of-net” approach for change of control agreements entered into with executive officers after that date. In mid-2015, in connection with the separation of our household products business into a separate company, the NECC and our Board determined that we would move from three-year terms to two-year terms for new change of control agreements with executive officers, including changing the benefits period from a three-year to a two-year period. Of the named executive officers, only Mr. Hatfield has a three-year term and benefit period.

In April 2017, the NECC adopted a revised form of change of control agreement for use with executive officers to incorporate a number of suggestions proposed by management and by Meridian to keep our Company’s change of control benefits in line with current market practices. All of the named executive officers, with the exception of Mr. Little, entered into this new form of agreement to replace their previous change of control agreements. Certain significant changes reflected in the new form of agreement as compared to the prior forms of agreement include:

Upon his commencement of employment with our Company, we entered into a change of control agreement with Mr. Little in substantially the form approved by the NECC in April 2017.

Our equity incentive plans are “double trigger” plans, meaning that unvested stock options and restricted stock equivalent awards vest immediately only if (i) there is a change of control of our Company and (ii) (x) such awards are not converted, assumed or replaced by the successor or survivor corporation or (y) the service of the award recipient is involuntarily terminated within a designated period following the effective date of such change in control.

A description of the projected cost, if a change of control were to have occurred on the last day of fiscal 2018 and all of the named executive officers were terminated without cause on that date, is provided under “Potential Payments upon Termination or Change of Control.”

Perquisites

We offer a limited number of perquisites for our executive officers. Our Board had previously authorized our chief executive officer to bring family members and guests with him on business flights on our company-owned aircraft in certain circumstances. The remaining perquisites or executive benefits consist of the executive financial planning program, executive long-term disability plan, and executive excess liability plan. We regularly review the benefits provided to our executives and make appropriate modifications based on peer group analysis and the committee’s evaluation of the retentive value of these benefits.

36		Edgewell Proxy Statement

Stock Ownership Requirements

Our stock ownership guidelines provide that the chief executive officer must maintain ownership of our common stock with a value of at least five times his base salary, and other executive officers must maintain common stock ownership with a value of at least three times their base salaries. New executive officers are given a period of five years to attain full compliance with the guidelines.

For purposes of this determination, stock ownership includes shares of our common stock which are owned directly or by family members residing with the executive or by family trusts, as well as vested options, vested and deferred restricted stock equivalents, unvested restricted stock equivalents (other than equivalents subject to achievement of performance targets), and common stock or stock equivalents credited to an officer under our defined contribution 401(k) plan, our ESIP, or our deferred compensation plan. As of September 30, 2018, each of our named executive officers was in compliance with these guidelines.

Trading in Edgewell Stock

Under our insider trading policy, directors, officers and employees or their designees are prohibited from engaging in speculative trading or hedging transactions in Edgewell securities or purchasing any financial instruments or entering into any other arrangements designed to hedge or offset any decrease in the market value of Edgewell securities, including prohibitions on:

Our policy prohibits directors, officers and employees from purchasing Edgewell securities on margin, holding Edgewell securities in a margin account, or pledging Edgewell securities as collateral. The policy also prohibits engaging in any other transaction involving Edgewell securities that suggests the misuse of information that is unavailable to the general public.

Incentive Compensation Recoupment Policy

On April 24, 2017, our Board adopted the Edgewell Personal Care Company Incentive Compensation Recoupment Policy (the “Recoupment Policy”). Under the Recoupment Policy, our Board and the Compensation Committee may direct our Company to recoup overpayments of incentive compensation from an executive officer of our Company when (i) such incentive compensation was overpaid as a result of the restatement of the reported financial or operating results of our Company due to non-compliance with financial reporting requirements under the securities laws and the restatement is not due to a change in accounting policy or applicable law, and (ii) the executive officer engaged in misconduct that caused or contributed, directly or indirectly, to the non-compliance that resulted in the obligation to restate our Company’s reported results.

“Incentive compensation” under the Recoupment Policy includes all annual and long-term cash incentive awards, equity awards, and equity-based performance awards that are granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure. “Overpayment” under the Recoupment Policy means incentive compensation granted, paid to, issued or vested in excess of the incentive compensation that would have been paid or granted or would have vested had the actual payment, granting or vesting been calculated based on accurate data or restated results.

Edgewell Proxy Statement		37

The Recoupment Policy applies to all incentive compensation, granted, paid or credited after April 24, 2017. Our Board and the Compensation Committee may instruct our Company to recover and/or cancel any overpayment made at any time through the end of the third fiscal year following the year for which inaccurate performance criteria were measured. If steps have been taken within this period to restate our Company’s results, the time period shall be extended until the restatement is completed.

Deductibility of Certain Executive Compensation

Section 162(m) of the Code generally disallows a tax deduction to public companies for annual compensation over $1 million paid to “covered employees.” Prior to the Tax Cuts and Jobs Act of December 2017, the Code provided an exception that generally excluded from the calculation of the $1 million cap compensation that was based on the attainment of pre-established, objective performance goals established under a shareholder approved plan. Historically, the NECC considered, among other things, the impact of this exclusion for performance-based compensation when developing and implementing our executive compensation programs. Annual cash incentive awards under our short-term incentive program, and restricted stock equivalent awards under our long-term incentive program have generally been designed in a manner intended to meet the requirements under the exclusion, although we could not guarantee such treatment given the complex nature of the performance-based compensation requirements.

The new tax legislation removed the exception for performance-based compensation (unless the compensation qualifies for certain transition relief, the scope of which is currently uncertain) for taxable years beginning after December 31, 2017. The definition of “covered employees” was also expanded to include a company’s chief financial officer (in addition to the chief executive officer and three other most highly paid executive officers), plus any individual who has been a “covered employee” in any taxable year beginning after December 31, 2016.

While the Compensation Committee seeks to preserve tax deductibility in developing and implementing our compensation program, the Compensation Committee also believes that it is important to maintain flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes and retain the ability to provide compensation that may not qualify as deductible under Section 162(m).

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

As part of its responsibilities, the Compensation Committee annually reviews our Company’s compensation policies and practices for all employees, including executive officers, to determine whether, in its judgment, our compensation programs encourage risk-taking likely to have a material adverse effect on our Company. In particular, there are several design features of those programs that the committee believes reduces the likelihood of excessive risk-taking:

In fiscal 2018, the NECC determined that, for all employees, our Company’s compensation programs do not encourage excessive risk and instead encourage behavior that supports sustainable value creation.

38		Edgewell Proxy Statement

SUMMARY COMPENSATION TABLE

This Summary Compensation Table sets forth information for compensation relating to fiscal years 2018, 2017 and 2016. For a discussion of fiscal year 2018 compensation, see “Compensation Discussion and Analysis” above.

40		Edgewell Proxy Statement

The above list of perquisites does not include any contributions made by our charitable trust which may have been made at the request of any of the named executive officers. The trustees of that trust, who are employees of our Company, review requests for contributions to charitable organizations from employees, officers, and the community at large, and, in their sole discretion, authorize contributions in accordance with the purposes of the trust. Officers are also eligible to participate in the charitable trust matching gift program, which is generally available to U.S. employees. 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. Our Company will continue to honor requests under the charitable trust guidelines as long as funds exist in an appropriate level to do so.

42		Edgewell Proxy Statement

GRANTS OF PLAN-BASED AWARDS

Awards to the named executive officers, and to other key executives, were made in fiscal 2018 under two separate plans or programs:

GRANTS OF PLAN-BASED AWARDS TABLE