Energizer Holdings, Inc. (NYSE:ENR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
shareholders (the Annual Meeting) at the Companys World
Headquarters on Monday, January 30, 2017. 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 Amended and Restated Articles of
Incorporation of the Company (the Second Amended and Restated
Articles), as described in the Companys Proxy Statement, dated
December 13, 2016, to provide for the phased-in implementation of
annual elections for all Directors and the resulting phased-in
elimination of the classified Board structure. The Second Amended
and Restated Articles revised Article Four of the Amended and
Restated Articles of Incorporation to provide that Directors
elected after the 2017 Annual Meeting will be elected for one
year terms, i.e., the term of office for each Director elected at
the 2018 Annual Meeting and thereafter will expire at the next
succeeding annual meeting of shareholders and when his or her
successor is elected and qualified or upon his or her earlier
death, resignation or other cause for removal. The Second Amended
and Restated Articles became effective on January 31, 2017 upon
filing of a certificate of amendment and restatement with the
Secretary of State of Missouri.
restatement of the Companys Amended and Restated Bylaws (the
Second Amended and Restated Bylaws) became effective. The Second
Amended and Restated Bylaws are intended to further implement the
declassification of the Board of Directors by making a
corresponding amendment and restatement to Article II of the
Amended and Restated Bylaws.
Articles and the Second Amended and Restated Bylaws do not
purport to be complete and are qualified in their entirety by
reference to the Second Amended and Restated Articles, which is
filed as Exhibit 3.1 hereto, and the Second Amended and Restated
Bylaws, which is filed as Exhibit 3.2 hereto, respectively, and
in each case incorporated herein by reference.
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Exhibit Number
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Description of Exhibit
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3.1
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Second Amended and Restated Articles of Incorporation
of Energizer Holdings, Inc., effective January 31, 2017. |
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3.2
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Second Amended and Restated Bylaws of Energizer
Holdings, Inc., effective January 31, 2017. |
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. Energizer Holdings, Inc. (NYSE:ENR) Recent Trading Information
Energizer Holdings, Inc. (NYSE:ENR) closed its last trading session down -0.02 at 50.47 with 970,024 shares trading hands.
