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

On August 30, 2018, the Board of Directors (the “Board”) of Edgewell Personal Care Company (the “Company”), voted to increase the size of the Board effective October 1, 2018 (the “Effective Date”) from eight to ten members, and elected each of Joseph D. O’Leary and Gary K. Waring as a member of the Board effective on the Effective Date. Each of Mr. O’Leary and Mr. Waring will stand at the next election of directors at the 2019 annual meeting of the Company’s shareholders for a one-year term. Mr. O’Leary will serve on the Nominating and Executive Compensation Committee of the Board and Mr. Waring will serve on the Audit Committee of the Board.

Each of Mr. O’Leary and Mr. Waring will be compensated on the same basis as all other non-management directors of the Company, as described under “The Board of Directors and Edgewell’s Corporate Governance – Director Compensation” in the Company's Proxy Statement for its 2018 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on December 14, 2017. Each of Mr. O’Leary and Mr. Waring will receive a pro rata share of the annual director compensation for the 2018 calendar year. Each of Mr. O’Leary and Mr. Waring will enter into an indemnification agreement with the Company, in the form previously entered into by the Company with its current directors, a copy of which was listed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015.

There are no arrangements or understandings to which either Mr. O’Leary or Mr. Waring was elected as a director, and there are no related party transactions between the Company and either of Mr. O’Leary or Mr. Waring reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on September 5, 2018 announcing the appointments of Mr. O’Leary and Mr. Waring. A copy of this press release is included as Exhibit 99.1 to this Form 8-K. The information contained in the accompanying Exhibit 99.1 is being furnished to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EDGEWELL PERSONAL CARE Co Exhibit
EX-99.1 2 epcexhibit991090518.htm EXHIBIT 99.1 Exhibit Edgewell Personal Care6 Research Drive Shelton,…
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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.