EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Edgewell Personal Care Company (the “Company”) announced on December 12, 2017 that Sandra J. Sheldon, the Company’s Chief Financial Officer, will be leaving the Company.

Ms. Sheldon will remain employed with the Company through January 2018 and will assist with the transition of her responsibilities. Ms. Sheldon’s departure is not related to any issues regarding the integrity of the Company’s financial statements or accounting policies and practices. The Company has retained a nationally recognized executive search firm to identify a permanent successor to Ms. Sheldon. The search will be national in scope.

On December 6, 2017, the Company appointed Elizabeth Dreyer, Vice President, Controller and Chief Accounting Officer, to serve as the Company’s interim Chief Financial Officer, effective immediately. Ms. Dreyer, age 55, has served as Vice President, Controller and Chief Accounting Officer of the Company since July 2015 and in the same position for the Personal Care division since she joined the Company in January 2015. Prior to joining the Company, Ms. Dreyer was Vice President, Controller and Chief Accounting Officer of Hillenbrand Inc. from 2010 to 2014, and served as Interim Chief Financial Officer during 2014. She previously held positions as Vice President of Finance with Zimmer Corp., Chief Financial Officer of Createc Corporation, and Vice President of Organizational Effectiveness of ADESA. Ms. Dreyer began her career with Deloitte and is a Certified Public Accountant.

In connection with her appointment, Ms. Dreyer and the Company have entered into an Interim CFO Incentive Agreement under which Ms. Dreyer will receive additional compensation totaling approximately $300,000, subject to, among other things, her remaining employed with the Company through November 30, 2018 and her satisfactory performance. The additional compensation is comprised of $100,000 in cash (to be paid in equal installments on or around December 31, 2017 and November 30, 2018), and a grant of time-based restricted stock equivalents (“RSEs”) with an approximate value of $200,000. The RSEs will be granted under the Company’s Second Amended and Restated 2009 Incentive Stock Plan on or about January 2, 2018, will be to the terms of the Company’s standard RSE agreement, and will have annual pro-rata vesting over a 2-year period. The foregoing is qualified in its entirety by reference to the full text of the Interim CFO Incentive Agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Company issued a press release on December 12, 2017, related to the above matters. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1Press Release of Edgewell Personal Care Company issued on December 12, 2017.

EDGEWELL PERSONAL CARE Co Exhibit
EX-10.1 2 epcexhibit101121217.htm EXHIBIT 10.1 Exhibit Exhibit 10.1INTERIM CFO INCENTIVE AGREEMENTEdgewell Personal Care Company (“Edgewell”) and Elizabeth Dreyer (“Colleague”) enter into this Interim CFO Incentive Agreement (“Agreement”) as of the last date signed below. In consideration for the mutual promises contained in their Agreement,…
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About EDGEWELL PERSONAL CARE COMPANY (NYSE:EPC)

Edgewell Personal Care Company is a manufacturer and marketer of personal care products in the wet shave, sun and skin care, feminine care and infant care categories. As of September 30, 2016, the Company had a portfolio of over 25 brands. It manages its business in four segments: Wet Shave, Sun and Skin Care, Feminine Care and All Other. Its Wet shave products are sold under the Schick, Wilkinson Sword, Edge, Skintimate, Shave Guard and Personna brand names. Its Sun and Skin Care products are sold under the Banana Boat, Hawaiian Tropic, Wet Ones and Playtex brand names and offers Wet Ones, portable hand wipes category, and Playtex household gloves, the branded household glove in the United States. Its Feminine Care segment markets its products under the Playtex, Stayfree, Carefree and o.b. brands and markets pads and liners. Its All Other segment includes infant care, pet care and miscellaneous other products.