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: February 26, 2007
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
5.02.
DEPARTURE OF PRINCIPAL OFFICER; APPOINTMENT OF PRINCIPAL OFFICER; COMPENSATORY
ARRANGEMENTS
(A)
Joseph Lynch,
President and Chief Executive Officer, Schick-Wilkinson Sword has submitted
a
written notice to Ward M. Klein, Chief Executive Officer of the Company that
he
will retire from the Company as of March 31, 2007. At a meeting of the Board
of
Directors of the Company held on February 26, 2007, the Board accepted his
resignation as an officer of the Company as of his retirement date, and
appointed David P. Hatfield, who currently serves as Executive Vice President
and Chief Marketing Officer, Energizer Battery, to succeed Mr. Lynch as
President and Chief Executive Officer, Schick-Wilkinson Sword upon his
retirement.
Mr.
Hatfield, who
is 46, joined the Company in 1988 after having obtained a B.A. in Economics
from
Princeton in 1982, and an MBA from Stanford in 1986. Throughout his tenure
with
the Company he has served in a number of capacities throughout the Battery
organization, including Director of Marketing - PanAm, Vice President Marketing
- Energizer Europe, and Vice President, Global Marketing - Energizer Battery.
In
March of 2004 he was appointed by the Board as an Executive Officer, and he
has
served as Executive Vice President and Chief Marketing Officer, Energizer
Battery since that time. His current responsibilities include Battery global
marketing, research and development, lights, miniatures, rechargeables and
new
products. A successor to Mr. Hatfield’s current position has not been named;
Joseph McClanathan, President and Chief Executive Officer, Energizer Battery
will continue to maintain oversight responsibility for those
activities.
(B)
At its meeting
on February 26, 2007 the Board of Directors also approved the terms of a
Separation Agreement and General Release with Mr. Lynch, which is
attached to this
filing as Exhibit 10.1. The material terms of the Non-Competition and
Non-Disclosure Agreement are as follows:
Consideration
In exchange for a
comprehensive release of any and all claims he may have against the Company,
as
well as for the covenants described below, Mr. Lynch will receive the sum of
Five Hundred Thousand Dollars ($500,000) effective as of his retirement. (This
payment will not be deemed compensation for purposes of the calculation of
Mr.
Lynch’s pension benefits under any qualified or non-qualified retirement plan.)
In addition, 2,500 restricted stock equivalents which are scheduled to vest
in
equal increments in January of 2008 and 2009 will accelerate and vest upon
his
retirement. Mr. Lynch will remain entitled to his regular benefits which have
accrued, or will accrue upon his retirement, pursuant to the terms and
provisions of the Company’s existing benefit plans and programs.
Non-Competition
For a period of
three (3) years after termination of employment, Mr. Lynch may not compete
against Energizer in any of the following business activities: all aspects
of
manufacturing, marketing, distributing, consulting with regard to, and/or
operating a facility for the manufacturing, processing, marketing, or
distribution of wet-shave products, including razors, blades, shaving systems,
shaving cream and accessories, batteries, lighting products, rechargeable
batteries, and related battery and lighting products.
Non-Solicitation
For the duration
of the three-year period, Mr. Lynch may not induce or attempt to induce any
employee of the Company to leave the employ of the Company or induce or attempt
to induce any customer, supplier, distributor, broker, or other business
relation of the Company to cease doing business with the Company or in any
way
interfere with the relationship between any customer, supplier, distributor,
broker or other business relation and the Company.
Non-Disclosure
Mr. Lynch will not
disclose to any unauthorized persons or use for his own account any information,
observations and data relating to the formulation, technology or design,
intellectual property, processing, manufacturing, sale and marketing of
Energizer’s wet-shave products, batteries and battery related products obtained
by him during the course of his employment with Energizer.
(C)
At a meeting
following the Board meeting on February 26, 2007, the Nominating and Executive
Compensation Committee of the Board approved increasing Mr. Hatfield’s annual
salary, effective upon his promotion on April 1, to $350,000 per year, and
increasing his annual bonus target, for the entire fiscal year, from 60% to
80%.
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:
February 27,
2007
EXHIBIT
INDEX
Exhibit
No.