Energizer Holdings, Inc. (NYSE:ENR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 7.01. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Energizer Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) at the Company’s World Headquarters on Monday, January 29, 2018. At the Annual Meeting, following the recommendation of the Board of Directors, the shareholders of the Company voted to approve and adopt an amendment and restatement of the Second Amended and Restated Articles of Incorporation of the Company (the “Third Amended and Restated Articles”), as described in the Company’s Proxy Statement, dated December 13, 2017, to provide for the removal of supermajority provisions. The Third Amended and Restated Articles revised Articles IV, VII and IX of the Second Amended and Restated Articles of Incorporation to provide for the removal of supermajority provisions relating to the ability of shareholders to remove Directors for cause, amend the bylaws, amend the articles of incorporation, and call special meetings of shareholders.

The Third Amended and Restated Articles became effective on January 29, 2018 upon filing of a certificate of amendment and restatement with the Secretary of State of Missouri.

Also on January 29, 2018, a corresponding amendment and restatement of the Company’s Second Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”) became effective. The Third Amended and Restated Bylaws are intended to further implement the removal of supermajority provisions by making a corresponding amendment and restatement to Articles I, II, III, and VII of the Second Amended and Restated Bylaws.

The foregoing descriptions of the Third Amended and Restated Articles and the Third Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the Third Amended and Restated Articles, which is filed as Exhibit 3.1 hereto, and the Third Amended and Restated Bylaws, which is filed as Exhibit 3.2 hereto, respectively, and in each case incorporated herein by reference.

Item 7.01 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, of the 59,883,164 shares outstanding and entitled to vote, 55,406,191 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal1:Management’s nominees for director were elected to serve until the Annual Meeting of Shareholders to be held in 2019 or until their respective successors are elected and qualified by the votes of the shareholders set forth in the table below:

Proposal2:The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2018 was ratified by the votes of the shareholders set forth in the table below:

Proposal3:The Company’s executive compensation, as described in the Company’s 2017 Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:

Proposal4:The proposal to amend and restate the Second Amended and Restated Articles of Incorporation to remove supermajority provisions, as described in the Company’s 2017 Proxy Statement, was approved by the votes of the shareholders set forth in the table below:

Item 7.01 Regulation FD Disclosure.

OnJanuary 29, 2018, the Company announced that its Board of Directors declared a quarterly dividend of $0.29 per share on its Common Stock, payable on March 13, 2018 to all shareholders of record as of the close of business on February 20, 2018. A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On January 29, 2018, the Company also announced that its Board of Directors appointed Patrick J. Moore as Vice Chairman of the Board of Directors, effective immediately. A copy of the press release announcing the appointment is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information furnished to this Item 7.01, including the attached exhibits, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01 Financial Statements and Exhibits.

(d) Exhibits

ENERGIZER HOLDINGS, INC. Exhibit
EX-3.1 2 exhibit31thirdamendedandre.htm EXHIBIT 3.1 Exhibit Exhibit 3.1 THIRD AMENDED AND RESTATEDARTICLES OF INCORPORATIONOFENERGIZER HOLDINGS,…
To view the full exhibit click here

About Energizer Holdings, Inc. (NYSE:ENR)

Energizer Holdings, Inc. is a manufacturer, marketer and distributor of household batteries, specialty batteries and lighting products. The Company is a designer and marketer of automotive fragrance and appearance products. It operates through four geographic segments: North America, which consists of the United States and Canada; Latin America, which includes its markets in Mexico, the Caribbean, Central America and South America; Europe, the Middle East and Africa (EMEA), and Asia Pacific, which consists of its markets in Asia, Australia and New Zealand. The Company offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide constructions. These products are sold under the Energizer and Eveready brands in the performance, premium and price segments and include primary, rechargeable, specialty and hearing aid products. It manufactures, distributes and markets lighting products, including headlights, lanterns, kid’s lights and area lights.