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 27, 2009
ENERGIZER
HOLDINGS, INC.
|
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
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The information
furnished pursuant to this Item 2.02, including the attached Exhibit, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
On January 27, 2009,
the Company issued a press release announcing financial and operating results
for its first fiscal quarter ending December 31, 2008. This press
release, which included the attached unaudited Statement of Earnings for the
quarter, is furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
ITEM
5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On January 26, 2009,
the Nominating and Executive Compensation Committee of the Board voted to amend
the Deferred Compensation Plan to mandate deferral of all compensation that
would not be otherwise deductible under Code Section
162(m).
Specifically, Section
4.5 of the Deferred Compensation Plan was amended to read as
follows:
4.5 Mandated
Deferrals.
Any compensation that would not be
deductible under Code Section 162(m) if paid shall be mandatorily deferred under
this Plan. Such mandated deferrals shall not be entitled to a
Matching Contribution and, when payable as described in this section 4.5, shall
be paid in a lump sum or in kind, as the case may be. Whether
compensation otherwise payable during a Plan Year would not be deductible under
Section 162(m) shall be determined as reasonably anticipated by the Company in
the following order:
First, by measuring total annual
salary. To the extent total annual salary exceeds the Code Section
162(m) deductibility limit, it and any other compensation otherwise payable
during the Plan Year shall be mandatorily deferred.
Second, by measuring any
compensation scheduled for payout pursuant to a prior year’s deferral
election. To the extent such compensation exceeds the Code Section
162(m) deductibility limit, it and any other compensation otherwise payable
during the Plan Year shall be mandatorily deferred.
Third, by measuring any compensation
scheduled for vesting or payout that is not subject to a prior year’s deferral
election. To the extent such compensation exceeds the Code Section
162(m) deductibility limit, it and any other compensation otherwise payable
during the Plan year shall be mandatorily deferred.
Fourth, by measuring any additional
compensation scheduled for payout. To the extent such compensation
exceeds the Code Section 162(m) deductibility limit, it shall be mandatorily
deferred.
Fifth, by measuring compensation
previously mandatorily deferred under this Section 4.5 in prior
years. To the extent such compensation would be deductible under Code
162(m) if paid, it shall be paid out in the inverse order of its mandatory
deferral.
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 27,
2009
EXHIBIT
INDEX
Exhibit
No.