EDGEWELL PERSONAL CARE Co 8-K/A, filed Sep 2, 2020
EDGEWELL PERSONAL CARE Co (EPC)
8-K/A
2020-09-02
For: 2020-09-01
View Original
Added on
April 08, 2026
About this 8-K/A
EDGEWELL PERSONAL CARE Co filed this 8-K/A on September 2, 2020, reporting on events of September 1, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- 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/A
______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): September 1, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(Registrant's telephone number, including area code)
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:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark 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. ☐
Explanatory Note: This Amendment to the Company's Current Report on Form 8-K (the "Amendment") amends the Current Report on Form 8-K filed with Securities and Exchange Committee on September 2, 2020. The Amendment is being filed to update the Form 8-K to include the missing signature of the Company's Chief Legal Officer. No additional changes to the Form 8-K and the exhibit thereto as originally filed have been made.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2020, the Board of Directors (the "Board") of Edgewell Personal Care Company (the "Company") voted to increase the size of the Board effective September 2, 2020 (the “Effective Date”) from 11 to 12 members and elected Ms. Swan Sit to serve as a director of the Company as of the Effective Date, with a term expiring at the Company’s 2021 Annual Meeting of Shareholders. Ms. Sit will serve on the Audit Committee of the Board.
Swan Sit, age 43, is an independent consultant specializing in digital, marketing and strategy. Most recently, Ms. Sit served as the Vice President of North America Digital Commerce Capabilities, Business Operations and Service and the Vice President of Global Digital Marketing of Nike, Inc. from 2018 to 2019. Prior to joining Nike, Ms. Sit served as the Vice President of Global Digital of Revlon, Inc. from 2015 to 2017. From 2010 to 2015, Ms. Sit served as the Executive Director of Strategy and Planning, Online of The Estée Lauder Companies, Inc. Ms. Sit has been a director of NovaBay Pharmaceuticals, Inc. (NYSE American: NBY) since December 2019, and is a member of its Audit, Compensation and Nominating and Corporate Governance committees. Ms. Sit holds a Bachelor of Arts in Economics from Harvard University and a Masters in Business Administration from Columbia University.
Ms. Sit will be compensated on the same basis as all other non-management directors of the Company, as described under “Director Compensation” in the Company's Proxy Statement for its 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on December 19, 2019. Ms, Sit will receive a pro rata share of the annual director compensation for the remainder of the 2020 calendar year. Ms. Sit will enter into an indemnification agreement with the Company, in the form previously entered into by the Company with its current directors, a copy of which was listed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019.
There is no arrangement or understanding between Ms. Sit and any other person pursuant to which she was appointed as a director of the Company. There has been no transaction, or proposed transaction, since October 1, 2018, to which Ms. Sit or any member of her immediate family had, or is to have, a direct or indirect material interest or any other related transaction with the Company within the meaning of Item 404(a) of Regulation S-K. There are no family relationships between Ms. Sit and any of the Company’s other directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.
Item 7.01. Regulation FD Disclosure.
On September 2, 2020 the Company issued a press release announcing the appointment of Ms. Sit as a director of the Company. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
EDGEWELL PERSONAL CARE COMPANY
By: /s/ Marisa Iasenza
Marisa Iasenza
Chief Legal Officer
Dated: September 2, 2020
Exhibit 99.1
 | Edgewell Personal Care Company 6 Research Drive Shelton, Conn 06484 | ||||
| FOR IMMEDIATE RELEASE | |||||
Edgewell Personal Care Appoints Swan Sit to Board of Directors
SHELTON, Conn., – September 2, 2020 – Edgewell Personal Care Company (NYSE: EPC) today announced that it has appointed Swan Sit to its Board of Directors, effective September 2, 2020. Following her appointment, the Board will include twelve members.
John Hunter, Chairman of the Board of Directors, stated, “We are pleased to welcome someone of Swan’s caliber to our Board of Directors. She is a seasoned marketing executive with significant digital expertise and experience at several large consumer companies. Her background is particularly relevant and helpful as we execute our near and long-term strategic priorities.”
Rod Little, Edgewell's President and Chief Executive Officer, stated, “Swan brings significant marketing and digital experience, both areas of increasing importance for Edgewell. Her expertise complements our Board of Directors’ skills and we are confident she will provide valuable perspective as we continue to innovate and reshape our portfolio. We look forward to her contributions.”
Ms. Sit commented, “I am honored to have been appointed as a Board member at Edgewell. I have long admired Edgewell’s diverse global portfolio with leading brands that resonate with the consumer. I look forward to working with the Board, shareholders and employees to drive value creation and long-term sustainable growth.”
Swan currently serves as a consultant at Swan Sit LLC to various public and private companies advising on digital, marketing, brand and media strategies. Most recently, Swan served as Vice President of North America Digital Commerce Capabilities, Business Operations and Service, as well as Vice President Global Digital Marketing at Nike. Prior to Nike, from 2015 to 2017 she was Vice President of Global Digital at Revlon and Elizabeth Arden. Before that, Swan spent five years at The Estée Lauder Companies as Executive Director of Strategy and Planning, Online and prior to that, she spent three years at Bain & Company from 2007 to 2010. Previously, she served in numerous marketing roles at Newell Rubbermaid, Spark Branding and Trilogy Software.
Swan serves on the board of NovaBay Pharmaceuticals (NYSEAMERICAN: NBY) and Far Niente Wine Estates and is an Operating Partner at venture capital firm AF Ventures. She has previously held board positions at AdWeek Diversity and Inclusion Council, L2and Women in Retail, Consumer Goods & Technology.
Ms. Sit holds a Master’s Degree in Business Administration from Columbia Business School and graduated from Harvard University with a Bachelor of Arts degree in Economics.
1
About Edgewell
Edgewell is a leading pure-play consumer products company with an attractive, diversified portfolio of established brand names such as Schick® and Wilkinson Sword® men's and women's shaving systems and disposable razors; Edge® and Skintimate® shave preparations; Playtex®, Stayfree®, Carefree® and o.b.® feminine care products; Banana Boat®, Hawaiian Tropic®, Bulldog® and Jack Black® sun and skin care products; and Wet Ones® moist wipes. The Company has a broad global footprint and operates in more than 50 markets, including the U.S., Canada, Mexico, Germany, Japan, the U.K. and Australia, with approximately 6,000 employees worldwide.
Contacts for Edgewell Personal Care
Investors:
Chris Gough
Edgewell Personal Care
+1 203-944-5706
2