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: January 28, 2008
ENERGIZER
HOLDINGS, INC.
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MISSOURI
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1-15401
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No.
43-1863181
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(State
or
Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
Number)
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533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS,
MO 63141
(Address
of
Principal Executive
Offices) (Zip
Code)
(314)
985-2000
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
5.02.
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(i) On
January 28, 2008, the Nominating and Executive Compensation Committee (the
“Committee”) of the Board of Directors of the Company met and considered
compensation issues with respect to the Executive Officers and other key
employees. At that meeting, the Committee approved the annual
renewal, as well as the amendment, of Change of Control Employment Agreements
between the Company and each of the Executive Officers, all of whom are listed
at the end of Exhibit 10(i). The form of the amended Change of Control
Employment Agreements applicable to each of the Executive Officers is attached
to this filing as Exhibit 10(i), and a summary of the key terms of the
agreements, as amended, follows:
Term
of
Agreements
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·
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The
Agreements continue for an initial term of 3 years, and automatically
extend every year for an additional year, subject to a 90-day notice
of
termination.
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·
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The
protections of the Agreements extend to any termination of the
executive’s
employment with Energizer prior to a Change of Control at the request
of
an Acquirer or otherwise in connection with or in anticipation
of a Change
of Control.
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Benefits
following a Change of Control
Under
the
Agreements, upon a Change of Control, the executive, even if not terminated,
will receive a pro rata annual bonus (equal to the greater of either target
bonus for the year in which the Change of Control occurred, or the actual
bonus
for the preceding year) for the portion of the year occurring prior to the
Change of Control.
If
at any time
within three years following a Change of Control the executive’s employment with
Energizer is terminated by either the executive for Good Reason or by the
Acquirer for any reason other than Cause, death or Disability, the Agreements
provide for the following additional benefits:
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·
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All
unvested
equity awards, including performance awards, that have been granted
to the
executive will immediately accelerate and vest in the manner and
to the
extent such awards would vest under the terms of the individual
award
agreements with respect to each of those equity awards as if a
change of
control, as defined in those individual award agreements, had occurred,
even if the definition of a change of control in those award agreements
differs from the definition of Change of Control set forth in the
Agreements.
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·
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Accrued
and
unpaid salary, pro rata bonus, deferred compensation and accrued
and
unpaid vacation pay through the date of
termination.
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·
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A
lump-sum
payment equal to three times the executive’s then-current base salary and
severance bonus (which is defined as the executive’s most recent five-year
actual bonus percentages multiplied by the greater of base salary
at
either termination or Change of
Control.)
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·
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The
executive’s medical, vision and dental benefits shall be provided for 3
years following termination of employment. Executives also continue
disability, life and long-term disability coverages, and other
welfare
benefit plan protections for the protected 3 year period. The cost
of such
coverage, less the portion of the cost that the executive is required
to
pay for such benefits pursuant to the Company’s plan or program, will be
included in the executive’s taxable income. The Company will also pay
Executive an amount equal to any federal, state and local taxes
due
on such taxable income such that Executive will be in tax-equivalent
position after such payments to what Executive would have been
in had
Executive paid the full cost of the coverage. Age and years of
service
requirements for retiree eligibility for health and dental plan
participation will be waived upon a Change of
Control.
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·
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To
the extent
not otherwise vested, the executive shall be deemed fully vested
in any
retirement plans or other written agreements relating to pay or
other
benefits upon retirement, and for purposes of such plans the executive’s
age and years of service are increased by 36
months.
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In
consideration of the benefits provided under the Agreements, the executives
covenant not to compete with the Company for a period of two years following
termination, and not to solicit the employment of other employees of the
Company
for that period, or to use confidential information of the Company obtained
during the course of their employment.
Definitions
of
Good Reason, Change of Control, Cause and Disability
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·
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“Good
Reason”
means any of the following: assignment of duties inconsistent with
executive’s status prior to the Change; reduction in the executive’s
annual salary; the failure of the Acquirer to pay any bonus award
to which
the executive was otherwise entitled, or to offer the executive
incentive
compensation, stock options or other benefits or perquisites which
are
offered to similarly situated executives of the Acquirer; relocation
of
the executive’s primary office to a location greater than 50 miles from
his or her existing office; any attempt by Acquirer to terminate
the
executive’s employment in a manner other than as expressly permitted by
the Agreement; or the failure by Acquirer to expressly assume Energizer’s
obligations under the Agreement.
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·
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“Change
of
Control” will be deemed to occur if (1) a person acquires more than 20%
of
the outstanding Energizer Stock, (2) the initial Energizer Board,
or their
recommended successors, fail to constitute a majority of the Board,
(3)
the shareholders of the Company approve a merger, consolidation,
sale or
other disposition of all or substantially all of the assets of
the
Company, unless following the transaction which is so approved,
the
shareholders of the Company still constitute at least 50% of the
shareholders of the new corporation that resulted from the transaction,
and members of the Company’s board at the time of shareholder approval
constitute at least a majority of the board of the new
corporation.
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·
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“Cause”
means
willful breach or failure by the executive to perform his employment
duties.
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·
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“Disability”
means illness, injury or similar incapacity of the executive which
52
weeks after its commencement, continues to render the executive
unable to
perform the material and substantial duties of the executive’s position or
any substantially similar occupation or substantially similar employment
for which the executive is qualified or may reasonably become
qualified.
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Gross-Up
Provision.
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·
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In
the event
that it is determined that a “golden parachute” excise tax is due under
the Internal Revenue Code, the executive will receive a gross-up
payment
as reimbursement for such excise tax payments, as well as the additional
excise and income taxes on such reimbursement; however, if the
total value
of benefits payable to the executive is within 10% of the threshold
for
federal excise tax payments, total benefits will be reduced to
the point
that that threshold is not met.
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(ii) At
its meeting on January 28, 2008, the Committee also agreed to continue Company
reimbursement of the commuting expenses of Mr. David Hatfield, President
and
Chief Executive Officer of our Energizer Personal Care division. Mr. Hatfield’s
home is in St. Louis, but the division is headquartered in Connecticut.
Specifically, the Committee agreed to reimburse him for lodging and meals,
car
rental expenses in Connecticut, and non-business related travel between St.
Louis and Connecticut, as well as for federal and state income taxes related
to
such reimbursement, including taxes on such reimbursement. The Committee
also
agreed to review the arrangement on an annual basis.
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.
ENERGIZER
HOLDINGS,
INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
January 29,
2008
EXHIBIT
INDEX
Exhibit
No.
*Denotes
a
management contract or compensatory plan or arrangement.