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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 (Date of Earliest Event Reported): January 24, 2025
_____________________________________________________________________________________
enrlogoa42.jpg
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Missouri
1-36837
36-4802442
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
8235 Forsyth Boulevard, Suite 100
St. Louis, Missouri 63105
(Address of principal executive offices)
Registrant’s telephone number, including area code: (314) 985-2000
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 (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareENRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark 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. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders

On January 24, 2025, Energizer Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, of the 72,105,014 shares outstanding and entitled to vote, 66,126,701 were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1: Management’s nominees for director were elected to serve until the Annual Shareholders’ Meeting to be held in 2026, or until their respective successors are elected and qualified, by the votes of the shareholders set forth in the table below:

NomineeForAgainstAbstainBroker
Non-Votes
Cynthia J. Brinkley59,057,259 562,034 31,766 6,475,642 
Rebecca D. Frankiewicz59,315,491 281,644 53,924 6,475,642 
Kevin J. Hunt59,285,662 266,424 98,973 6,475,642 
James C. Johnson58,731,213 819,333 100,513 6,475,642 
Mark S. LaVigne59,302,077 254,554 94,428 6,475,642 
Patrick J. Moore59,324,362 227,336 99,361 6,475,642 
Donal L. Mulligan59,309,844 219,102 122,113 6,475,642 
Nneka L. Rimmer59,176,170 441,746 33,143 6,475,642 
Robert V. Vitale44,944,086 14,604,629 102,344 6,475,642 


Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025 was ratified by the votes of the shareholders set forth in the table below:

ForAgainstAbstain
65,470,929596,72159,051

Proposal 3: The Company’s executive compensation, as described in the Company’s Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:
Broker
ForAgainstAbstainNon-Votes
57,707,8591,875,10868,0926,475,642


Proposal 4: The Shareholder Proposal regarding a director election resignation governance policy was not approved by the shareholders by the votes of the shareholders set forth in the table below:
Broker
ForAgainstAbstainNon-Votes
10,157,03049,378,557115,4726,475,642


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
101 Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


ENERGIZER HOLDINGS, INC.


By:  /s/ John J. Drabik                                       
John J. Drabik 
Executive Vice President and Chief Financial Officer

Dated: January 27, 2025



v3.24.4
Cover Page
Jan. 24, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 24, 2025
Entity Registrant Name Energizer Holdings, Inc.
Entity Incorporation, State or Country Code MO
Entity File Number 1-36837
Entity Tax Identification Number 36-4802442
Entity Address, Address Line One 8235 Forsyth Boulevard, Suite 100
Entity Address, City or Town St. Louis
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63105
City Area Code 314
Local Phone Number 985-2000
Title of 12(b) Security Common Stock, par value $.01 per share
Trading Symbol ENR
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001632790
Amendment Flag false
Energizer (NYSE:ENR)
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