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 10, 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
(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.
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) On
October 10, 2007, 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 2008
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 2007 EPS results) are met, with payment at that
threshold of 50% of the 70% of the individual’s bonus target. Payment
percentages will ratchet up proportionately to 100% of the 70% if the 10% EPS
target (set at 10% over fiscal year 2007 results) is achieved, and to 150%
of
the 70% if the stretch EPS target (set at 20% over fiscal year 2007 results)
is
achieved. The individual performance element will continue to offer a payout
equal to 200% of the 30% of the individual’s bonus target for a "1" rating, 125%
of the 30% for a “2” rating, and 50% of the 30% for a "3" rating, with no
payouts for ratings below that level.
The
two-year
component will again be a contingent bonus opportunity which will be created
only if the 10% EPS target for fiscal year 2008 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 to 100% if the stretch EPS target
for
fiscal year 2008 is met. The contingent opportunity so created will
be reduced by half after the end of fiscal year 2009 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 2009 (which will be established by the Committee
at the beginning of fiscal year 2009) is met or exceeded. If fiscal year 2009
EPS results are actually less than fiscal year 2008 results, the contingent
opportunity will not vest and no payout will be made.
The
Committee also
approved payment of bonuses in accordance with the 2007 Annual and Long-Term
Bonus Program, approved in October, 2006 and approved deferrals of those
payments under the terms of the Company's Deferred Compensation Plan. The
Committee also approved continuation of the 25% Match on deferrals into the
Energizer Common Stock Unit Fund of that Plan.
(B)
At its October 10, 2007 meeting, the Committee also established the annual
salaries of the Executive Officers for its 2008 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 2007 Annual
Meeting of Shareholders, are as follows: Messrs. W. Klein, $825,000, bonus
target 100%; J. McClanathan, $475,000, bonus target 80%; D. Sescleifer,
$440,000, bonus target 80%; and D. Hatfield, $400,000, bonus target 80%. Annual
salaries for the other Executive Officers were in a range from $310,000 to
$350,000, and the bonus targets were 60%.
(C)
At its October 10, 2007 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 compound annual growth in
earnings per share results ("CAGR") for the period from September 30, 2007
through September 30, 2010 (the “Measurement Period”). With respect to those
Equivalents, additional percentages of the total Equivalents granted, as
indicated below, will vest on the date that the Company publicly releases
earnings results for its 2010 fiscal year (“the Announcement Date”) only if the
respective CAGR targets are achieved for the Measurement Period.
|
CAGR
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Additional
% Vesting
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|
8%
|
5%
|
|
9%
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15%
|
|
10%
|
25%
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11%
|
35%
|
|
12%
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45%
|
|
13%
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55%
|
|
14%
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65%
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15%
or greater
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75%
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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 September 30, 2010, 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, 2007 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
Agreements also contain non-compete and non-solicitation covenants.
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:
October 10,
2007
EXHIBIT
INDEX
Exhibit
No.