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 6, 2009
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:
|
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. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On February 6,
2009, the Nominating and Executive Compensation Committee (the “Committee”) of
the Board of Directors of the Company, by written consent, in order to
convert annual cash compensation arrangements into a performance-based stock
award, rescinded the participation of each of the Executive Officers in the
Company’s fiscal 2009 Annual Bonus Program, suspended their participation in the
Supplemental Executive Retirement Plan for the current year, and suspended
Company matching contributions under the terms of the Executive Savings
Investment Plan for the current year, and in lieu of all such benefits granted a
Performance Restricted Stock Equivalent Award Agreement to each of them, with a
value, as of the date of grant, roughly equivalent to the benefits foregone. The
Performance Restricted Stock Equivalent Award utilizes the same performance
metrics and targets as those established by the Committee for the 2009 Annual
Bonus Program. 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, or unless deferral is mandated in order to preserve the
deductibility of the award.
2. Vesting;
Payment Vesting of the
equivalents granted will occur on November 16, 2009, and the number vesting is
contingent upon achievement of individual and Company performance targets for
the period from September 30, 2008 through September 30, 2009, which targets
were set by the Committee for the Company’s 2009 Annual Bonus Program at the
beginning of the current fiscal year, as previously disclosed by the Company. A
grid indicating the number of equivalents which will vest for each officer at
the potential individual and Company performance achievements is attached at the
end of Exhibit 10.1 to this filing. The equivalents vesting will be pro-rated
for Company performance results that fall between “Threshold” and “Target”, and
“Target” and “Stretch”, as indicated on the grid.
3. Acceleration All unvested
equivalents granted to a recipient will immediately vest upon his or her death
or termination of employment following a declaration of total and permanent
disability. Upon a Change of Control of the Company, a number of equivalents
equal to the number which would otherwise vest if the individual’s individual
performance rating was a “2” and Company performance was at “Target”, will
accelerate and vest.
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.
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 10,
2009
EXHIBIT
INDEX
Exhibit
No.
10.1 Form
of Performance Restricted Stock Equivalent Award Agreement.