DEFA 14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  x                                 Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

 

LOGO

ENERGIZER HOLDINGS, INC.

(Name of the Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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ENERGIZER HOLDINGS, INC.

Energizer World Headquarters

533 Maryville University Drive

St. Louis, Missouri 63141

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR ENERGIZER HOLDINGS, INC.’S ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, FEBRUARY 1, 2016

This communication is not a form for voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The following Proxy Materials for the 2016 Annual Meeting are available to you to review at www.cstproxy.com/energizer/2015:

 

  •   the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015;

 

  •   the Company’s Proxy Statement for the 2016 Annual Meeting;

 

  •   the Proxy Card for the 2016 Annual Meeting; and

 

  •   any amendments or supplements to the foregoing materials that are required to be furnished to shareholders.

If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before January 18, 2016 to facilitate timely delivery. You may also request to receive paper copies of all future proxy materials from the Company.

You can request a copy of the proxy materials for all meetings and for the particular meeting to which this notice relates in one of three ways:

 

  1. By calling toll-free 1-888-221-0690

 

  2. By sending an email to proxy@continentalstock.com (Please type “Energizer” and your account number in the subject line.)

 

  3. By logging onto www.cstproxy.com/energizer/2015

 

 

Make sure to have this notice available when you:

 

    •          

Request a paper copy or email copy of the proxy materials

 

    •          

Want to view your proxy materials on the Internet

 

    •           Want to vote your proxy on the Internet

 

You must reference your company ID, 9-digit proxy number and 10-digit account number located on the reverse side.

 

     LOGO   

    c/o Continental Proxy Services – 8th Floor

    17 Battery Place, New York NY 10004–1123

    ENERGIZER HOLDINGS, INC.
   Energizer World Headquarters
   533 Maryville University Drive
   St. Louis, Missouri 63141

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS OF ENERGIZER HOLDINGS, INC. TO BE HELD ON MONDAY, FEBRUARY 1, 2016

To the Shareholders of Energizer Holdings, Inc.:

The 2016 Annual Meeting of Shareholders of Energizer Holdings, Inc. (the “Company”) will be held at the Energizer World Headquarters, 533 Maryville University Drive, St. Louis, Missouri 63141, on Monday, February 1, 2016, at 8:00 a.m., local time.

Proposals to be considered at the 2016 Annual Meeting:

 

  1. election of the following director nominees to serve three-year terms ending at the Annual Meeting held in 2019, or until their respective successors are elected and qualified:

(1) J. Patrick Mulcahy      (2) Alan R. Hoskins      (3) Kevin J. Hunt      (4) Patrick J. Moore

 

  2. to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2016;

 

  3. to cast an advisory vote on executive compensation;

 

  4. to cast an advisory vote on the frequency of advisory votes on executive compensation;

 

  5. to approve the material terms of the performance goals under the Energizer Holdings, Inc. Equity Incentive Plan;

 

  6. to approve the material terms of the performance goals under the Energizer Holdings, Inc. Executive Officer Bonus Plan; and to act upon such other matters as may properly come before the meeting.

The Company’s Board of Directors has proposed and recommends that shareholders vote “FOR” each of the nominees to the Board of Directors listed in Proposal No. 1 and “FOR” Proposals Nos. 2, 3, 5 and 6 and for “ONE YEAR” in Proposal No. 4.

This Notice also constitutes notice of the 2016 Annual Meeting of Shareholders of the Company. The Board of Directors has fixed the close of business on December 3, 2015 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.

This Notice is being mailed to shareholders on or about December 10, 2015. Shareholders are cordially invited to attend the Annual Meeting and vote in person. Directions to attend the Annual Meeting can be found at www.cstproxy.com/energizer/2015.

 

You may vote your proxy when you view the materials on the Internet. You will be asked to follow the prompts to vote your shares. Please refer to the Company’s Proxy Statement for instructions on how to vote in person at the Annual Meeting.   

 

Vote Your Proxy on the Internet:

 

Go to http://www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares.

 

    

 

COMPANY ID:

    

 

PROXY NUMBER:

The Proxy Materials are available for review at:     
www.cstproxy.com/energizer/2015      ACCOUNT NUMBER: