Energizer Holdings, Inc 8-K, filed Feb 1, 2022
Energizer Holdings, Inc. (ENR)
8-K
2022-02-01
For: 2022-01-31
View Original
Added on
April 10, 2026
About this 8-K
Energizer Holdings, Inc filed this 8-K on February 1, 2022, reporting on events of January 31, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 31, 2022
_____________________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: (314 ) 985-2000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On January 31, 2022, Energizer Holdings, Inc. (the “Company”) held its annual meeting of shareholder (the “Annual Meeting”). At the Annual Meeting, of the 66,543,726 shares outstanding and entitled to vote, 62,010,421 were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1: Management’s nominees for director were elected to serve until the Annual Shareholders’ Meeting to be held in 2023, or until their respective successors are elected and qualified, by the votes of the shareholders set forth in the table below:
| Nominee | For | Against | Abstain | Non-Votes | |||||||||||||
| Carlos Abrams-Rivera | 55,212,587 | 246,791 | 99,489 | 6,451,554 | |||||||||||||
| Bill G. Armstrong | 55,152,088 | 298,948 | 107,831 | 6,451,554 | |||||||||||||
| Cynthia J. Brinkley | 55,143,672 | 326,839 | 88,356 | 6,451,554 | |||||||||||||
| Rebecca Frankiewicz | 55,164,915 | 301,283 | 92,669 | 6,451,554 | |||||||||||||
| Kevin J. Hunt | 55,164,709 | 297,035 | 97,123 | 6,451,554 | |||||||||||||
| James C. Johnson | 54,976,769 | 483,261 | 98,837 | 6,451,554 | |||||||||||||
| Mark S. LaVigne | 55,198,276 | 255,418 | 105,173 | 6,451,554 | |||||||||||||
| Patrick J. Moore | 55,158,581 | 299,631 | 100,655 | 6,451,554 | |||||||||||||
| Donal L. Mulligan | 55,211,471 | 241,120 | 106,276 | 6,451,554 | |||||||||||||
| Nneka L. Rimmer | 55,163,249 | 303,142 | 92,476 | 6,451,554 | |||||||||||||
| Robert V. Vitale | 47,918,051 | 7,543,859 | 96,957 | 6,451,554 | |||||||||||||
Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2022 was ratified by the votes of the shareholders set forth in the table below:
| For | Against | Abstain | ||||||
| 61,618,154 | 260,243 | 132,024 | ||||||
Proposal 3: The Company’s executive compensation, as described in the Company’s 2021 Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:
| Broker | |||||||||||
| For | Against | Abstain | Non-Votes | ||||||||
| 54,452,193 | 937,151 | 169,523 | 6,451,554 | ||||||||
Proposal 4: The shareholders gave an advisory approval of the Company’s frequency of future advisory votes to approve executive compensation, as described in the Company’s 2021 Proxy Statement::
| 1 Year | 2 Year | 3 Year | Abstain | ||||||||
| 54,778,280 | 69,787 | 568,184 | 142,616 | ||||||||
Item 7.01 Regulation FD Disclosure.
On January 31, 2022, the Company announced that its Board of Directors declared a quarterly dividend of $0.30 per share on its Common Stock, payable on March 16, 2022 to all shareholders of record as of the close of business on February 22, 2022. A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.1
The information furnished pursuant 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 the Exchange
Act, nor shall such information or exhibit be deemed incorporated by reference into any filing by the Registrant with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, the rules and regulations of
the SEC thereunder, the Exchange Act, as amended, or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such a filing
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached hereto:
| Exhibit Number. | Description of Exhibit | |||||||
Press Release, dated January 31, 2022, announcing quarterly dividend. | ||||||||
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). | |||||||
| 104 | Cover Page Interactive Data File, formatted in iXBRL | |||||||
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/ John J. Drabik
John J. Drabik
Executive Vice President and Chief Financial Officer
Dated: January 31, 2022
 | Exhibit 99.1 Energizer Holdings, Inc. 533 Maryville University Dr. St. Louis, MO 63141 | ||||
| FOR IMMEDIATE RELEASE | Company Contact | ||||
| January 31, 2022 | Jacqueline Burwitz Investor Relations 314-985-2169 JacquelineE.Burwitz@energizer.com | ||||
ENERGIZER HOLDINGS, INC. DECLARES QUARTERLY DIVIDENDS
ON ITS COMMON AND PREFERRED STOCK
ST. LOUIS, January 31, 2022 -- Energizer Holdings, Inc. (NYSE: ENR) announced that its Board of Directors declared dividends on its common stock of $0.30 per share. The dividend will be payable on March 16, 2022 to shareholders of record as of the close of business on February 22, 2022.
About Energizer Holdings, Inc.
Energizer Holdings, Inc. ("Energizer", NYSE: ENR), headquartered in St. Louis, Missouri, is one of the world's largest manufacturers and distributors of primary batteries, portable lights, and auto care appearance, performance, refrigerant, and fragrance products. Our portfolio of globally recognized brands includes Energizer®, Armor All®, Eveready®, Rayovac®, STP®, Varta®, A/C Pro®, Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL®, Eagle One®, Nu Finish®, Scratch Doctor®, and Tuff Stuff®. As a global branded consumer products company, Energizer's mission is to lead the charge to deliver value to our customers and consumers better than anyone else. Visit www.energizerholdings.com for more details.