Energizer Holdings, Inc. (NYSE:ENR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 7.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2017, the Board of Directors (the "Board") of Energizer Holdings, Inc. (the "Company"), elected Robert V. Vitale as a member of the Board effective August 1, 2017. Mr. Vitale will stand at the next election of directors at the 2018 annual meeting of the Company's shareholders for a one year term. Mr. Vitale will serve as a member of the Board’s Finance and Oversight Committee.
Mr. Vitale will be compensated on the same basis as all other non-management directors of the Company, as described under "The Board of Directors and Energizer’s Corporate Governance -Director Compensation" in the Company's Proxy Statement for its 2017 Annual Meeting of Shareholders. Mr. Vitale will receive a pro rata share of his annual director compensation for the 2017 calendar year. Mr. Vitale 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 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2016.
There are no arrangements or understandings to which Mr. Vitale was elected as a director, and there are no related party transactions between the Company and Mr. Vitale reportable under Item 404(a) of Regulation S-K.
The Company issued a press release on July 31, 2017 announcing Mr. Vitale’s appointment. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
OnJuly 31, 2017, the Company announced that its Board of Directors declared a quarterly dividend of $0.275 per share on its Common Stock, payable on September 12, 2017 to all shareholders of record as of the close of business on August 21, 2017. A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.2 and incorporated by reference herein.
The information furnished to this Item 7.01, including the attached exhibit, 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
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Exhibit Number |
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99.1 |
Press Release, dated July 31, 2017, announcing director election. |
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99.2 |
Press Release, dated July 31, 2017, announcing dividend declaration. |
ENERGIZER HOLDINGS, INC. ExhibitEX-99.1 2 exhibit991pressreleaserene.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 Energizer 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.