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:
October 13, 2008
ENERGIZER
HOLDINGS, INC.
(Exact
name of Registrant as specified in its charter)
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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
(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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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(e). COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On October 13,
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 Company’s Executive Officers.
(A) At that
meeting, the Committee approved the material terms of the Company’s 2009 Annual
and Two-Year Bonus Program, which is applicable to each of the Executive
Officers. Because the Program is pursuant to the Executive Officer Bonus Plan
approved by shareholders in January of 2006, performance-based awards under the
Program will be tax deductible under Section 162(m) of the Internal Revenue
Code. The material terms of that Program are as follows:
As
in previous years, the Program will be comprised of both annual and two-year
components. The annual component will still be comprised of two elements: a
Company performance piece, based upon targeted earnings per share of the Company
(“EPS”), and an individual performance piece. As in previous years, the Program
will also include a two-year component designed to drive consistent growth over
a multiple year period.
The annual
component will again offer a potential payout of from 50 to 165% of the
individual’s bonus target, which is a percentage of the individual’s base
salary. For the Executive Officers, that percentage ranges from 60% to 100%, as
noted under (B)
below. The Company performance piece of the Annual component will
continue to comprise 70% of the individual’s bonus target, and the individual
performance piece will comprise 30%. The Company performance piece
will continue to be paid out only if threshold targets (equal to final fiscal
year 2008 EPS results) are met, with payment at that threshold of 50% of the 70%
of the individual’s bonus target. Payment percentages will increase
proportionately, in 1/10th of 1% increments, to 100% of the 70% if the 10%
EPS target (set at 10% over fiscal year 2008 results) is achieved, and to 150%
of the 70% if the stretch EPS target (set at 20% over fiscal year 2008 results)
is achieved. The individual performance element will now offers a
payout equal to 200% of the 30% of the individual’s bonus target for a "1"
rating, 150% of the 30% for a “2” rating, and 75% to 100% of the 30% for a "3"
rating, with no payouts for ratings below that level, in line with the program
for non-executive officers.
The two-year
component will again be a contingent bonus opportunity which will be created if
the 10% EPS target for fiscal year 2009 is met or exceeded. If the 10% EPS
target is met, the opportunity will be equal to 50% of the individual’s bonus
target, increasing proportionately, in 1/10th of 1%
increments, to 100% if the stretch EPS target for fiscal year 2009 is
met. In addition, the program was revised to provide that if EPS
growth of at least 8% occurs, a contingent opportunity equal to 30% of the
individual’s bonus target, increasing proportionately to 50% (at the 10% EPS
target level), will be created. The contingent opportunity so created will be
reduced by half after the end of fiscal year 2010 if actual EPS results for that
year are no greater than fiscal year 2008 results, with payouts proportionately
increasing to 100% of the contingent opportunity if the 10% EPS target for EPS
for fiscal year 2010 (which will be established by the Committee at the
beginning of fiscal year 2010) is met or exceeded. If fiscal year 2010 EPS
results are actually less than fiscal year 2009 results, the contingent
opportunity will not vest and no payout will be made.
(B) At its October
13, 2008 meeting, the Committee also established the annual salaries of the
Executive Officers for its 2009 fiscal year. The new annual salaries for the
Executive Officers that were Named Executive Officers in the Company’s most
recently filed Proxy Statement in connection with its 2008 Annual Meeting of
Shareholders, are as follows: Messrs. W. Klein, $850,000 bonus target 100%; J.
McClanathan, $490,000, bonus target 80%; D. Sescleifer, $475,000, bonus target
80%; D. Hatfield, $440,000, bonus target 80%, Ms. Stratmann, $375,000, bonus
target 60%. A salary of $325,000 and a bonus target of 60% was approved
for Mr. Conrad. In addition, the Committee increased the number of
hours of personal travel on corporate-owned aircraft permitted to Mr. Klein to
50 from 30 per year.
(C) At its October 13, 2008
meeting, the Committee granted a Performance Restricted Stock Equivalent Award
Agreement to each of the Executive Officers, as listed on the exhibit to this
filing. The material terms of the Performance Restricted Stock Equivalent Award
Agreement are as follows:
1. Award As
of the date of the award, recipients will be credited with restricted Common
Stock equivalents which, upon vesting, will convert into shares of Energizer
Holdings, Inc. Common Stock which will be issued to the recipients, unless they
elected in advance to defer receipt of the award until retirement or other
termination of employment.
2. Vesting;
Payment Twenty-five percent of the total
Equivalents granted to each recipient will vest on the third anniversary of the
date of grant (“Time-Vested Equivalents”). Vesting of the remaining Equivalents
granted (the “Performance Equivalents”) is contingent upon achievement of
performance targets with respect to the Company’s CAGR for the period from
September 30, 2008 through September 30, 2011 (the “Measurement Period”). With
respect to those Equivalents, an additional 5% of the total Equivalents granted
will vest on the date that the Company publicly releases earnings results for FY
2011 only if 8% CAGR is achieved for the Measurement Period, increasing
proportionately in 1/10th of 1%
increments up to 75% of the total Equivalents granted if 15% or greater CAGR is
achieved for the period.
3. Acceleration All
unvested Equivalents granted to a recipient will immediately vest upon his or
her death or declaration of total and permanent disability. Upon a Change of
Control of the Company, all Time-Vested Equivalents will immediately vest. With
respect to the Performance Equivalents, if the Change of Control occurs within
eighteen (18) months following the date of the award, 25% of the total
Equivalents granted will also immediately vest. If the Change of
Control occurs more than eighteen (18) months following the date of this Award
Agreement, but before the date that FY2011 results are announced, the
Performance Equivalents which will immediately vest will be the greater
of:
a. 25%
of the total Equivalents granted, or
b. the
percentage of total Equivalents granted which would have vested under paragraph
2 above if the Company’s CAGR on the announcement date was the actual annualized
CAGR, calculated on a trailing four quarters basis, for the period between
September 30, 2008 and the last fiscal quarter end prior to the Change of
Control for which Company financial results were publicly
disclosed.
4. Forfeiture Any
portion of the recipient’s restricted stock equivalents that are not vested will
be forfeited upon:
a. the
recipient’s voluntary or involuntary termination;
b. a
determination by the Committee that the recipient engaged in competition with
the Company; or
c. a
determination by the Committee that the recipient engaged in activity or conduct
contrary to the best interests of the Company, as described in the
Plan.
The form of the
Performance Restricted Stock Equivalent Award Agreement is attached to this
filing as Exhibit 10.1.
(D) At its October
13, 2008 meeting, the Committee approved amendment of the Company’s 2000
Incentive Stock Plan to provide that federal, state or local tax withholding
obligations resulting from the payment or vesting of equity awards under the
Plan (other than non-qualified stock options) are to be satisfied by reducing
the shares of the Company’s common stock otherwise payable under such awards.
With respect to non-qualified stock options, the amendment provides that such
obligations must be satisfied through payroll deduction or other cash payment by
the recipient. Under the amendment so approved, Section VI(G) was amended to
read as follows:
“VI(G).
Withholding of Taxes
The Company shall
satisfy any federal, state or local tax withholding obligations (including
income taxes and the employee portion of employment taxes) resulting from the
payment or vesting of Awards (other than Non-Qualified Stock Options) by
reducing the number of shares of Common Stock otherwise payable under such
Awards. To the extent that the shares of Common Stock under the
Awards are insufficient to satisfy the tax withholding obligations, the Company
shall deduct from any cash payment under the Plan, or otherwise collect from the
recipient, any amounts necessary to satisfy such tax obligations.
In
the event that the number of shares of Common Stock otherwise payable are
reduced in satisfaction of tax obligations, such number of shares shall be
calculated by reference to the Fair Market Value of the Common Stock on the date
that such taxes are determined.
In
the case of Non-Qualified Stock Options, the Company shall satisfy any federal,
state or local tax withholding obligations through payroll deduction or any
other cash payment by the recipient.
With respect to
Corporate Officers, Directors or other recipients subject to Section 16(b) of
the Exchange Act, the Committee, or, with respect to Awards granted to
Directors, the Board, may impose such other conditions on the recipient’s
election as it deems necessary or appropriate in order to exempt such
withholding from the penalties set forth in said Section.”
(E) At its October
13, 2008 meeting, the Committee also approved amendment of the Company’s
Executive Officer Bonus Plan to ensure continuing compliance with Section 162(m)
of the Internal Revenue Code, which denies an employer a deduction for
compensation in excess of $1 million paid to covered employees, unless the
compensation is performance-based compensation. The amendments which were
approved clarify that (i) performance goals may be established or revised up to
90 days into a plan year, (ii) the Committee only has discretion to increase or
decrease performance goals within that 90 day period, and that it may only
establish goals that are uncertain at the time established, (iii) awards under
the Plan may be paid no earlier than certification of achievement by the
Committee, and no later than March 15th of the
following year, and (iv) awards payable to a deceased participant may only be
paid upon attainment of the performance goals, and at the same time as payment
to all other recipients. A copy of the Amended Executive Officer Bonus Plan is
attached as Exhibit 10.2.
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: October 13,
2008
EXHIBIT
INDEX
Exhibit
No.