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: May 2, 2005
ENERGIZER
HOLDINGS, INC.
(Exact name of
Registrant as specified in its charter)
|
MISSOURI |
1-15401 |
No.
43-1863181 |
|
(State or
Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification Number) |
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:
|
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(i) On May 2, 2005,
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, effective as of May 1, 2005. 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
| · |
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. |
| · |
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. |
Employment
Period after Change of Control
| · |
The
protections of the Agreement are triggered 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. |
Severance
Payments
| · |
If, following
a Change of Control, the executive terminates his employment with an
Acquirer for Good Reason, or the executive’s employment is terminated for
any reason other than Cause, death, or Disability, the executive shall be
entitled to receive the following severance payments (in a lump sum) and
benefits: |
| · |
Accrued and
unpaid salary, bonus, deferred compensation and accrued and unpaid
vacation pay through the date of
termination. |
| · |
A severance
payment equal to 3 times the executive’s then-current base salary and
severance bonus (which is defined as the executive’s average bonus for the
5 years prior to the Change of Control.) |
| · |
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. Age and years of
service requirements for retiree eligibility for health and dental plan
participation will be waived upon a Change of
Control. |
| · |
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.
|
Definitions of
Good Reason, Change of Control, Cause and Disability
| · |
“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. |
| · |
“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.
|
| · |
“Cause” means
willful breach or failure by the executive to perform his employment
duties. |
| · |
“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. |
Gross-Up
Provision
| · |
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. |
(ii) On May 2, 2005, the
Board of Directors of the Company met and approved adoption of the following
resolutions related to business and personal use of corporate-owned aircraft by
the Chairman and Vice Chairman of the Board, and the Chief Executive Officer,
and by other officers and directors of the Company, subject to approval by the
Chief Executive Officer:
RESOLVED, that to obtain
optimum availability for Company business purposes, and for reasons of security
and uninterrupted communications, W.P. Stiritz, J.P. Mulcahy and W.M. Klein, the
Chief Executive Officer, be and hereby are directed, whenever practical or
feasible, to use, and the other members of the Board may use, aircraft owned by
the Company or any of its subsidiaries (“Company-owned aircraft), in connection
with business travel on behalf of the Company; and that the Chief Executive
Officer is authorized to direct or permit other Company officers and employees
to use Company-owned aircraft for business travel. For purposes of this
resolution, business travel shall include any travel related to Board members’
service on the Board or its committees, travel in furtherance of Company
business, promotional, recruitment or transactional goals, and travel related to
entertainment of Company customers, suppliers or other business associates. For
executive officers, including the Chief Executive Officer, business travel shall
also include travel related to their service on other corporate or
not-for-profit Boards of Directors, and charitable service.
FURTHER
RESOLVED, that W.P. Stiritz
and J.P. Mulcahy (for so long as they serve on the Board of Directors), and W.M.
Klein, the Chief Executive Officer, be, and each of them hereby is, authorized
to use Company-owned aircraft for exclusively personal travel, for up to thirty
(30) flight hours per year, per individual, when the Company-owned aircraft are
not being used on business related trips; and
FURTHER
RESOLVED, that W.P. Stiritz
and J.P. Mulcahy (for so long as they serve on the Board of Directors), and W.M.
Klein, the Chief Executive Officer, be, and each of them hereby is, authorized
to permit family members and guests to accompany them on business flights on
Company-owned aircraft, provided that there are available seats not required for
other business passengers; and that the Chief Executive Officer be, and hereby
is, authorized to permit other officers and employees to use the Company-owned
aircraft on a limited basis for personal use or in personal emergency
situations; and
FURTHER
RESOLVED, that W.P. Stiritz
and J.P. Mulcahy (for so long as they serve on the Board of Directors), and W.M.
Klein, the Chief Executive Officer, and any other officer or employee who uses
the Company-owned aircraft for personal travel, shall be charged therefore at
the appropriate rate set forth in the applicable regulation of the Internal
Revenue Code of 1996, as amended from time to time; and that any personal use of
the Company-owned aircraft by directors and officers be reported to the Audit
Committee and the Nominating and Executive Compensation Committee of the Board
of Directors on an annual basis; and
FURTHER
RESOLVED, that the Company
shall reimburse W.P. Stiritz and J.P. Mulcahy (for so long as they serve on the
Board of Directors), and W.M. Klein, the Chief Executive Officer, for any taxes
associated with (i) their personal use of the Company aircraft, and (ii) the
personal use by their family members and guests, but not including any taxes on
such reimbursement; and the Chief Executive Officer be, and hereby is,
authorized to permit such reimbursement of taxes related to personal use of
Company-owned aircraft by officers and employees of the Company.
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: May 5,
2005
EXHIBIT
INDEX
Exhibit
No.
10.1 Form of
Change
of Control Employment Agreements between the Company and each of the
Executive Officers, as amended effective as of May
1, 2005.*
*Denotes a
management contract or compensatory plan or arrangement.