Form 8-K

 

 

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): January 30, 2012

 

LOGO

 

 

Energizer Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Missouri   1-15401   43-1863181

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

533 Maryville University Drive

St. Louis, Missouri 63141

(Address of principal executive offices)

Registrant’s telephone number, including area code: (314) 985-2000

 

 

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 (see General Instruction A.2. below):

 

¨ 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 5.07. Submission of Matters to a Vote of Security Holders.

Energizer Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) at the Company’s World Headquarters on Monday, January 30, 2012. At the Annual Meeting, of the 65,946,931 shares outstanding and entitled to vote, 57,578,443 shares were represented, constituting an 87% quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

 

Proposal 1:   All of management’s nominees for director were elected to serve until the Annual Meeting of Shareholders to be held in
2015 or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Nominee

   For      Against      Abstain      Broker Non-Votes  

Bill G. Armstrong

     48,125,819         3,961,811         75,815         5,414,998   

J. Patrick Mulcahy

     51,502,736         575,121         85,588         5,414,998   

Pamela M. Nicholson

     50,133,714         1,953,275         76,456         5,414,998   

 

Proposal 2:   The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for
fiscal 2012 was ratified by the shareholders, by the votes set forth in the table below:

 

For

  Against   Abstain
56,516,114   968,600   93,729

 

Proposal 3:   The Company’s executive compensation, as described in the Company’s 2011 Proxy Statement, was approved by the
non-binding advisory votes of the shareholders set forth in the table below

 

For

  Against   Abstain   Broker Non-Votes
45,631,430   4,524,866   2,007,149   5,414,998

 

Proposal 4:   The determination of the frequency of future advisory votes on executive compensation (every one, two or three years)
received the non-binding advisory votes set forth in the table below:

 

1 Year

  2 Years   3 Years   Abstain   Broker Non-Votes
44,431,623   337,306   5,489,556   1,904,960   5,414,998

The Board of Directors will take into account these results in determining the frequency it shall call for an advisory vote on executive compensation.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

ENERGIZER HOLDINGS, INC.

By:

 

/s/ Daniel J. Sescleifer

  Daniel J. Sescleifer
  Executive Vice President and Chief Financial Officer

Dated: February 1, 2012