UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 8,
2009
PRESTIGE
BRANDS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
001-32433 |
20-1297589 |
| (State or other
jurisdiction |
(Commission File
Number) |
(IRS
Employer |
| of
incorporation) |
|
Identification
No.) |
90 North Broadway,
Irvington, New York 10533
(Address
of principal executive offices, including Zip Code)
(914)
524-6810
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 7.01 Regulation FD
Disclosure.
On June 8, 2009, the Board of Directors
(the “Board”) of Prestige Brands Holdings, Inc. (the “Registrant”) decreased the
size of the Board from ten to seven members effective as of the date of the
Annual Meeting of Stockholders to be held on August 4, 2009 (the “2009 Annual
Meeting”). In connection with the reduction in the size of the Board,
Messrs. David A. Donnini, Ronald B. Gordon and Raymond P. Silcock have indicated
that they will not stand for re-election to the Board at the end of their
current term which ends at the 2009 Annual Meeting.
The Board has approved a slate of
nominees for election to the Board at the 2009 Annual Meeting for a one year
term ending on the date of the 2010 Annual Meeting of
Stockholders. The slate of nominees for election to the Board, which
will be included in the Registrant’s Proxy Materials for the 2009 Annual
Meeting, is comprised of the following individuals:
Mark
Pettie
L. Dick
Buell
John E.
Byom
Gary E.
Costley, Ph.D.
Vincent
J. Hemmer
Patrick
M. Lonergan
Peter C.
Mann
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| Dated: June
8, 2009 |
PRESTIGE
BRANDS HOLDINGS, INC. |
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By:
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/s/ Charles
N. Jolly |
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Name:
Charles N. Jolly |
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Title:
Secretary and General Counsel |
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