enr-20230207

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): February 7, 2023

_____________________________________________________________________________________

Energizer Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri

1-36837

36-4802442

(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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	ENR	New York Stock Exchange

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))

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 5.03 – AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On February 7, 2023, Energizer Holdings, Inc. ("Company") filed a Termination of the Certificate of Designations of the 7.5% Series A Mandatory Convertible Preferred Stock ("Termination of Certificate of Designations") with the Secretary of State of the State of Missouri to eliminate from the Company’s Third Amended and Restated Articles of Incorporation, filed on January 29, 2018, all matters relating to the Certificate of Designations of 7.5% Series A Mandatory Convertible Preferred Stock, previously filed with the Secretary of State of the State of Missouri on January 17, 2019. All outstanding shares of the Company’s 7.5% Series A Mandatory Convertible Preferred Stock ("Preferred Stock") were automatically converted into shares of common stock of the Company in January 2022, and no shares of the Preferred Stock were issued or outstanding at the time of the filing of the Termination of the Certificate of Designations. A copy of the Termination of the Certificate of Designations is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

a.Exhibits

Exhibit

Number

Description of Exhibit

3.1*

Termination of the Certificate of Designations

104

Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

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: February 9, 2023

TERMINATION OF THE CERTIFICATE OF DESIGNATIONS

7.50% SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK

ENERGIZER HOLDINGS, INC.

Pursuant to Section 351.180 of

The General and Business Corporation Law of Missouri

Energizer Holdings, Inc., a corporation organized and existing under The General and Business Corporation Law of Missouri (the “Company”), in accordance with the provisions of Section 351.180 thereof, does hereby certify that:

Pursuant to the authority conferred upon the Board of Directors by the Amended and Restated Articles of Incorporation of the Company, the Board of Directors on January 30, 2023 adopted a resolution authorizing the cancellation of the Certificate of Designations of 7.50% Series A Mandatory Convertible Preferred Stock filed with the Secretary of State of the State of Missouri on January 17, 2019 (the “Certificate of Designations”) which created a series of Two Million One Hundred Fifty-Six Thousand Two Hundred Fifty (2,156,250) shares of preferred stock, par value $0.01 per share, of the Company designated as the 7.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”);

No shares of such Mandatory Convertible Preferred Stock are issued and outstanding and no further shares of such Mandatory Convertible Preferred Stock will be issued pursuant to the Certificate of Designations; and

Pursuant to the authority conferred upon the Board of Directors by the Third Amended and Restated Articles of Incorporation of the Company and Section 351.180.7 of The General and Business Corporation Law of Missouri, which provides, in pertinent part, that the Board of Directors may eliminate from the Third Amended and Restated Articles of Incorporation of the Company all references to the Mandatory Convertible Preferred Stock by filing this certificate terminating the Certificate of Designations, the Board of Directors adopted the following resolutions:

NOW, THEREFORE, BE IT RESOLVED, no shares of Mandatory Convertible Preferred Stock are outstanding and none of such shares will be issued pursuant to the Certificate of Designations;

RESOLVED FURTHER, that the Board further authorizes and directs the officers of the Company to execute, deliver, and file such documents with the Secretary of State of the State of Missouri that such officers deem necessary pursuant to Section 351.180.7 of The General and Business Corporation Law of Missouri, including a Termination of Certificate of Designations of 7.50% Series A Mandatory Convertible Preferred Stock of Energizer Holdings, Inc., setting forth a copy of these resolutions; and

RESOLVED FURTHER, that when such certificate setting forth these resolutions becomes effective, it shall have the effect of eliminating from the Company’s Third Amended and Restated Articles of Incorporation (as such may be amended, modified or restated from time to time) all references to the Mandatory Convertible Preferred Stock, all of the shares that were designated as Mandatory Convertible Preferred Stock shall be returned to the status of authorized but unissued shares of preferred stock of the

Company, without designation as to series, and such shares of preferred stock may be eligible to be issued or reserved for other proper purposes.

IN WITNESS WHEREOF, Energizer Holdings, Inc. has caused this Certificate to be executed by its Executive Vice President, Chief Financial Officer this 7th day of February 2023.



By:						/s/ John J. Drabik
Name:						John J. Drabik
Title:						Executive Vice President, Chief Financial Officer