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 Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Energizer Holdings, Inc. (the Company) announced today that Brian
K. Hamm, the Companys Executive Vice President and Chief
Financial Officer, will be stepping down to pursue other
opportunities. The Company has appointed Timothy W. Gorman,
currently the Companys Vice President of Finance, Controller and
Principal Accounting Officer, to serve as the Companys interim
Chief Financial Officer, effective immediately. To help ensure a
smooth transition, Mr.Hamm has agreed to assist the Company
through the end of next month. Mr.Hamms decision to step down was
not related to any issues regarding the integrity of Energizers
financial statements or accounting policies and practices. The
Company has retained Russell Reynolds Associates, a nationally
recognized executive search firm, to identify a permanent
successor to Mr.Hamm. The search will be national in scope and
will include both internal and external candidates.

In connection with Mr. Hamms departure from the Company, the
Company has entered into a separation agreement with Mr. Hamm
(the Separation Agreement). The Separation Agreement, which is
subject to standard revocation time periods, provides for certain
modified compensation and benefits to Mr. Hamm in lieu of those
that would have otherwise been payable under the Companys
executive severance plan. to the terms of the Separation
Agreement, the Company will grant a pro rata portion of Mr. Hamms
unvested time-based restricted stock equivalents (RSEs) and
performance-linked RSEs based on the Companys financial results
for applicable periods and subject to certain additional
conditions. All of Mr. Hamms RSEs will be stock-settled. In
addition, Mr. Hamm will be eligible to receive a cash bonus,
ranging from $432,600 at target to $865,200 at stretch, payable
on or about November 30, 2017. The Separation Agreement contains
customary confidentiality, cooperation, non-competition,
non-solicitation and non-disparagement provisions as well as a
mutual release of claims between the Company and Mr. Hamm.

As described above, Mr.Gorman, age 56, has been appointed to
serve as the Companys interim Chief Financial Officer effective
immediately. Mr.Gorman joined the Company in September 2014, and
has served in finance and accounting leadership roles for the
Company since that time, including as Vice President of Finance,
Controller and Chief Accounting Officer since July 2015 and Vice
President, Controller Household Products from September 2014 to
July 2015. Prior to joining the Company, Mr.Gorman worked as an
independent financial consultant and in a variety of senior roles
during a twenty-five (25)year career at PepsiAmericas, Inc.
(previously known as Whitman Corporation), most recently as
Senior Vice President and Controller.

In connection with Mr.Gormans appointment, Mr.Gorman will receive
a base salary at an annualized rate of $287,833 per year, plus an
additional salary allowance of $112,167 for a total of $400,000
and be eligible for a bonus opportunity ranging from $193,477 at
target to $386,954 at stretch, based on the Companys financial
results for the 2017 fiscal year. A special cash bonus
opportunity of up to $240,000 will be available to Mr.Gorman
based on a successful transition.

The foregoing descriptions of the Separation Agreement and the
terms to which Mr.Gorman will serve as the Companys interim Chief
Financial Officer are qualified in their entirety by reference to
the full text of the Separation Agreement and the Companys offer
letter to Mr.Gorman, which are attached hereto as Exhibits 10.1
and 10.2, respectively, and each of which are incorporated herein
by reference.

The Company issued a press release, dated June8, 2017, related to
the above matters, which is attached hereto as Exhibit 99.1.

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.