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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

 

¨		Preliminary Proxy Statement
¨		Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Materials Pursuant to sec. 240.14a-12
ENERGIZER HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box)
x		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.1
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
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¨		Fee paid previously with preliminary materials.
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

 

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ENERGIZER HOLDINGS, INC.

533 Maryville University Drive

St. Louis, Missouri 63141

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Energizer Holdings, Inc. to be held at 3:00 p.m. Central Time on Monday, January 28, 2013 at Energizer World Headquarters, 533 Maryville University Drive, St. Louis, Missouri 63141.

We hope you will attend in person. If you plan to do so, please bring the enclosed Shareholder Admission Ticket with you.

Whether you plan to attend the meeting or not, we encourage you to read this Proxy Statement and vote your shares. You may sign, date and return the enclosed proxy as soon as possible in the postage-paid envelope provided, or you may vote by telephone or via Internet. However you decide to vote, we would appreciate you voting as soon as possible.

We look forward to seeing you at the Annual Meeting!

 

WARD M. KLEIN

Chief Executive Officer

December 7, 2012

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ENERGIZER HOLDINGS, INC.

533 Maryville University Drive

St. Louis, Missouri 63141

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND INTERNET AVAILABILITY OF PROXY MATERIALS

To the Shareholders:

The Annual Meeting of Shareholders of Energizer Holdings, Inc. will be held at 3:00 p.m. Central Time on Monday, January 28, 2013, at Energizer World Headquarters, 533 Maryville University Drive, St. Louis, Missouri 63141.

The purpose of the meeting is:

 

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to elect four directors to serve three-year terms ending at the Annual Meeting held in 2016, or until their respective successors are elected and qualified;

 

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to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2013;

 

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to cast an advisory vote on executive compensation; and

 

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to act upon such other matters as may properly come before the meeting.

You may vote if you are a shareholder of record on November 26, 2012. It is important that your shares be represented and voted at the Meeting. Please vote in one of the following ways:

 

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USE THE TOLL-FREE TELEPHONE NUMBER shown on the enclosed proxy card;

 

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VISIT www.energizerholdings.com to vote via the Internet, using the identification number indicated on the proxy card;

 

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MARK, SIGN, DATE AND PROMPTLY RETURN the proxy card in the postage-paid envelope; OR

 

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VOTE BY WRITTEN BALLOT at the Annual Meeting.

The attached Proxy Statement as well as the Company’s 2012 Annual Report to Shareholders, have also been posted on the Company’s website at www.energizerholdings.com. Information on our website does not constitute part of this document.

By Order of the Board of Directors,

 

Mark S. LaVigne

Vice President, General Counsel & Secretary

December 7, 2012

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TABLE OF CONTENTS

 

		Page
2012 Proxy Summary			ii
Proxy Statement—Voting Procedures			1
Item 1. Election of Directors			3
Information about Nominees and other Directors			3
The Board of Directors and Energizer’s Corporate Governance			7
Standing Committees			7
Corporate Governance and Director Independence			8
Director Compensation			12
Item 2. Ratification of Appointment of Independent Auditor			15
Audit Committee Report			17
Executive Compensation			18
Compensation Discussion and Analysis			18
Compensation Policies and Practices as They Relate to Risk Management			30
Nominating and Executive Compensation Committee Report			30
Equity Compensation Plan Information			31
Summary Compensation Table			32
Grants of Plan-Based Awards			35
Outstanding Equity Awards at Fiscal Year End			37
Option Exercises and Stock Vested			41
Pension Benefits			42
Non-Qualified Deferred Compensation			43
Potential Payments upon Termination or Change in Control			47
Item 3. Advisory Vote on Executive Compensation			51
Stock Ownership Information			52
Additional Information			55

 

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PROXY STATEMENT—VOTING PROCEDURES

 

 

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ITEM 1. ELECTION OF DIRECTORS

Our Board of Directors currently consists of ten members and is divided into three classes, with each class consisting of three members other than the class nominated for election at the 2013 Annual Meeting, which has four members. The terms of service of the classes expire at successive Annual Meetings.

Four directors will be elected at the 2013 Annual Meeting to serve for a three-year term expiring at our annual meeting in 2016. The board has nominated Daniel J. Heinrich, R. David Hoover, John C. Hunter and John E. Klein for election as directors at this meeting. Each nominee is currently serving as a director and has consented to serve for the three-year term. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified. We do not know of any reason why any of the nominees for director named herein would be unable to serve; however, if any nominee is unable to serve as a director at the time of the annual meeting, your proxy may be voted for the election of another person the board may nominate in his or her place, unless you indicate otherwise.

Vote Required.    The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for the election of each director.

The board of directors recommends a vote FOR the election of these nominees as directors of the Company.

INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS

Please review the following information about the nominees and other directors continuing in office. The ages shown are as of December 31, 2012.

 

		DANIEL J. HEINRICH, Director Since 2012, Age 56 (Standing for election at this meeting for a term expiring in 2016)   Mr. Heinrich served as Executive Vice President and Chief Financial Officer of The Clorox Company from June 2009 through November 2011 and as Senior Vice President and Chief Financial Officer from August 2003 through June 2009. Prior to serving in this role, he was Vice President, Controller and Chief Accounting Officer of The Clorox Company.   Mr. Heinrich has more than 34 years of experience in financial management. Prior to his employment with The Clorox Company, he was Senior Vice President and Treasurer of Transamerica Finance Corporation. Prior to that, he served in the financial services group of the Ford Motor Company, including as Senior Vice President-Controller of Ford Motor Company’s banking subsidiary and as Senior Vice President-Treasurer and Controller of Granite Management Corporation. He began his career at Ernst & Young LLP where he spent over eight years in both audit and tax roles. Mr. Heinrich previously served on the Board and was a member of the Audit & Finance Committee of Advanced Medical Optics Inc. from 2007 until its acquisition by Abbott Labs in 2009. He is also an Advisory Board member of E&J Gallo Winery.   Mr. Heinrich’s extensive knowledge of strategy, business development, operations, financial management, accounting principles and financial reporting rules and regulations provides an invaluable expertise to our board and audit committee, and his understanding of incentive structures that can effectively drive performance in the consumer products industry provides an important perspective on our nominating and executive compensation committee.

 

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		R. DAVID HOOVER, Director Since 2000, Age 67 (Standing for election at this meeting for a term expiring in 2016)   Mr. Hoover has served as Chairman of Ball Corporation (beverage and food packaging and aerospace products and services) since January 2011. He served as the Chairman and Chief Executive Officer of Ball Corporation from January 2010 to January 2011; Chairman, President and Chief Executive Officer, April 2002 to January 2010 and President and Chief Executive Officer, January 2001 to April 2002. Also a director of Ball Corporation, Eli Lilly and Company and Steelcase, Inc. and formerly a director of Qwest Communications International, Inc. and Irwin Financial Corporation.   Mr. Hoover began his employment at Ball Corporation in 1970, and has served in numerous finance and administration, treasury and operational capacities during his tenure at Ball, including service as chief financial officer, chief operating officer and chief executive officer. His broad and extensive experience provides our board with valuable insight into complex business, operational and financial issues. His chairmanship of our finance and oversight committee has been significant, particularly during the recent global recession, as that committee directly advises management on financial and economic issues and strategies.
		JOHN C. HUNTER, III, Director Since 2005, Age 65 (Standing for election at this meeting for a term expiring in 2016)   Mr. Hunter served as Chairman, President and Chief Executive Officer of Solutia, Inc. (chemical products) from 1999 to 2004. He is now retired. Solutia and certain subsidiaries filed voluntary petitions for bankruptcy in 2003, and emerged from bankruptcy in 2008. Also a director of Penford Corporation, KMG Chemicals, Inc. and formerly a director of Hercules, Inc.   Mr. Hunter has a degree in chemical engineering and a Masters in business administration. During his career with Solutia and its former parent, Monsanto, Inc., he obtained many years of experience in the specialty chemicals business, as well as an in-depth knowledge of environmental issues. As a result, he provides insightful risk management experience to our board, and a practical perspective and understanding as we deal with environmental, regulatory and sustainability issues. Mr. Hunter’s extensive experience as a director also provides him with insight into effective compensation plan design and a thorough understanding of current issues, trends and concerns in executive compensation design that makes him an effective chairman of our nominating and executive compensation committee.
		JOHN E. KLEIN, Director Since 2003, Age 67 (Standing for election at this meeting for a term expiring in 2016)   Mr. Klein has served as President of Randolph College (education) since August 2007. Prior to that, Mr. Klein served as Executive Vice Chancellor for Administration, Washington University in St. Louis (education) from 2004 to August 2007. From 1985 to 2004, he served as President and Chief Executive Officer, Bunge North America, Inc. (agribusiness), and formerly served as a director of Embrex, Inc.   Mr. Klein obtained a law degree and practiced law with a firm in New York City for several years before joining Bunge Ltd. He had a number of international postings in Europe and South America and senior positions in the United States before being named chief executive of Bunge’s North American operations. He has also obtained significant administrative experience in the field of higher education. He brings the benefits of his diverse legal, international, operational and administrative background and experience to our board, audit committee, and finance and oversight committee.

 

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		WARD M. KLEIN, Director Since 2005, Age 57 (Continuing in office—Term expiring in 2014)   Mr. Klein has served as Chief Executive Officer, Energizer Holdings, Inc. since 2005. Prior to that time, he served as President and Chief Operating Officer from 2004 to 2005, as President, International from 2002 to 2004, and as Vice President, Asia Pacific and Latin America from 2000 to 2002. Also a director of Brown Shoe Company, Inc., and formerly a director of AmerUs Group Co. Mr. Klein also serves on the Board of Directors as Chairman of the Federal Reserve Bank of St. Louis and as President of Civic Progress, St. Louis.   Mr. Klein has over 20 years of service with Energizer, in international as well as domestic leadership positions, and has obtained extensive knowledge of our business operations and industry dynamics. In his capacity as chief executive officer, and the only management member of the board of directors, Mr. Klein provides a necessary and unique perspective to the board.
		W. PATRICK MCGINNIS, Director Since 2002, Age 65 (Continuing in office—Term expiring in 2014)   Mr. McGinnis has served as Chief Executive Officer and President, Nestlé Purina PetCare Company (pet foods and related products) since 2001. Also a director of Brown Shoe Company, Inc.   Mr. McGinnis has almost forty years of experience in consumer products industries, including almost twenty years as chief executive of the Purina pet food business. As a result, he has expertise with respect to marketing and other commercial issues, competitive challenges, and long-term strategic planning, as well as valuable perspectives with respect to potential acquisitions of consumer products businesses.
		JOHN R. ROBERTS, Director Since 2003, Age 71 (Continuing in office—Term expiring in 2014)   Mr. Roberts served as Executive Director, Civic Progress St. Louis (civic organization) from 2001 through 2006. He is now retired. From 1993 to 1998, he served as Managing Partner, Mid-South Region, Arthur Andersen LLP (public accountancy). Also a director of Regions Financial Corporation and Centene Corporation.   Mr. Roberts brings many years of experience as an audit partner at Arthur Andersen to our board. His extensive knowledge of financial accounting, accounting principles, and financial reporting rules and regulations, and his experience in evaluating financial results and generally overseeing the financial reporting process of large public companies from an independent auditor’s perspective, provides invaluable expertise to our board and audit committee. His service as a board member and audit committee chair for other public companies reinforces the knowledge and insight he provides to our board.

 

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		BILL G. ARMSTRONG, Director Since 2005, Age 64 (Continuing in Office—Term expiring in 2015)   Mr. Armstrong is a private equity investor and is also a director of Ralcorp Holdings, Inc.   Mr. Armstrong served as Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition (animal feed products), from 2001 to 2004. Prior to his employment with Cargill, Mr. Armstrong served as Chief Operating Officer of Agribrands International, Inc., an international agricultural products business, and as Executive Vice President of Operations of the international agricultural products business of Ralston Purina Company. He also served as managing director of Ralston’s Philippine operations, and during his tenure there, was a director of the American Chamber of Commerce. As a result of his international and operational experience, he provides a global perspective to the board, which has become increasingly important as our international operations have grown to account for approximately half of our annual sales.
		J. PATRICK MULCAHY, Director Since 2000, Age 68 (Continuing in Office—Term expiring in 2015)   Mr. Mulcahy has served as Chairman of the Board of Energizer Holdings, Inc. since 2007. Mr. Mulcahy served as Vice Chairman of the Board from January 2005 to January 2007, and prior to that time served as Chief Executive Officer, Energizer Holdings, Inc. from 2000 to 2005, and as Chairman of the Board and Chief Executive Officer of Eveready Battery Company, Inc. from 1987 until his retirement in 2005. He is also a director of Hanesbrands, Inc. and Ralcorp Holdings, Inc., and was formerly a director of Solutia, Inc. Solutia and certain subsidiaries filed voluntary petitions for bankruptcy in 2003, and emerged from bankruptcy in 2008.   Mr. Mulcahy has over forty years of experience in consumer products industries, including almost twenty years as chief executive of our battery business. He was our first chief executive officer, and managed and directed the acquisition of our Schick-Wilkinson Sword business in 2003. He is very knowledgeable about the dynamics of our various businesses and the categories in which they compete. His experience with the complex financial and operational issues of consumer products businesses brings critical financial, operational and strategic expertise to our board of directors.
		PAMELA M. NICHOLSON, Director Since 2002, Age 53 (Continuing in Office—Term expiring in 2015)   Ms. Nicholson has served as President and Chief Operating Officer, Enterprise Holdings, Inc. (auto rental and leasing) since 2008. She served as Executive Vice President and Chief Operating Officer for Enterprise from 2004 to 2008, and as Senior Vice President, North American Operations from 1999 to 2004. Ms. Nicholson is a Board member of Enterprise Holdings, Inc.   Ms. Nicholson has served over thirty years at Enterprise, obtaining extensive operational and management expertise. As the first woman president of Enterprise, a private company and one of the largest and most comprehensive vehicle rental businesses worldwide, she has been named six times to Fortune Magazine’s Top 50 Most Powerful Women list. Ms. Nicholson provides our board with global perspective with respect to operational and business issues, and insight with respect to executive compensation and diversity issues.

 

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THE BOARD OF DIRECTORS AND ENERGIZER’S CORPORATE GOVERNANCE

STANDING COMMITTEES

 

Board Member		Board		Audit		Executive		Nominating and  Executive Compensation		Finance and  Oversight
Bill G. Armstrong		ü		ü				ü
Daniel J. Heinrich		ü		ü				ü
R. David Hoover		ü								ü*
John C. Hunter		ü						ü*
John E. Klein		ü		ü						ü
Ward M. Klein		ü				ü				ü
W. Patrick McGinnis		ü				ü				ü
J. Patrick Mulcahy		ü*				ü*				ü
Pamela M. Nicholson		ü		ü		ü
John R. Roberts		ü		ü*		ü		ü
Meetings held in 2012		8		5		0		6		4

 

 

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DIRECTOR COMPENSATION TABLE

 

Name		Fees Earned or  Paid in Cash (1)				Stock Awards (2)(3)(4)				Option Awards  (5)				Non-Equity Incentive Plan Compensation				Change in Pension Value and Non- Qualified Deferred Compensation Earnings				All Other Compensation (6)(7)				Total
B.G. Armstrong		$	93,500			$	100,000			$	0			$	0			$	0			$	0			$	193,500
D.J. Heinrich		$	37,583			$	167,402			$	0			$	0			$	0			$	0			$	204,985
R.D. Hoover		$	98,000			$	100,000			$	0			$	0			$	0			$	0			$	198,000
J.C. Hunter		$	96,000			$	100,000			$	0			$	0			$	0			$	0			$	196,000
J.E. Klein		$	98,500			$	100,000			$	0			$	0			$	0			$	0			$	198,500
W.P. McGinnis		$	77,000			$	100,000			$	0			$	0			$	0			$	0			$	177,000
J.P. Mulcahy		$	118,000			$	100,000			$	0			$	0			$	0			$	0			$	218,000
P.M. Nicholson		$	83,000			$	100,000			$	0			$	0			$	0			$	0			$	183,000
J.R. Roberts		$	108,500			$	100,000			$	0			$	0			$	0			$	0			$	208,500

 

 

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ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

Our audit committee, in accordance with authority granted in its charter by the board, appointed PricewaterhouseCoopers LLP (“PwC”) as independent auditor for the current fiscal year. PwC has served as our independent auditor for every fiscal year since 2000, and PwC has begun certain work related to the 2013 audit as approved by the audit committee. Information on independent auditor fees for the last two fiscal years is set forth below. A representative of PwC will be present at the 2013 Annual Meeting of Shareholders and will have an opportunity to make a statement, if desired, as well as to respond to appropriate questions.

Although NYSE listing standards require that the audit committee be directly responsible for selecting and retaining the independent auditor, we are providing shareholders with the means to express their views on this issue. Although this vote will not be binding, in the event the shareholders fail to ratify the appointment of PwC, the audit committee will reconsider its appointment. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year if the audit committee determines that such a change would be in the best interests of the Company and its shareholders.

Vote Required. The affirmative vote of a majority of the voting power represented in person or by proxy and entitled to vote is required for ratification.

The members of the audit committee and the Board of Directors recommend a vote FOR ratification of PwC as the Company’s independent auditor for fiscal year 2013.

Fees Paid to PricewaterhouseCoopers LLP

(in thousands)

 

		FY 11				FY 12
Audit Fees		$	4,215			$	4,203
Audit-Related Fees			84				185
Tax Fees
Tax Compliance/preparation			455				242
Other Tax Services			1,116				1,068
Total Tax Fees			1,571				1,310
All Other Fees			0				0
Total Fees		$	5,870			$	5,698

 

 

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AUDIT COMMITTEE REPORT

The Audit Committee of the Company’s Board of Directors consists entirely of non-employee directors that are independent, as defined in Section 303A.02 of the New York Stock Exchange Listed Company Manual.

Management is responsible for the Company’s internal controls and the financial reporting process. The independent accountants are responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing a report thereon. The Committee’s responsibility is to monitor and oversee these processes.

With respect to the Company’s audited financial statements for the Company’s fiscal year ended September 30, 2012, management of the Company has represented to the Committee that the financial statements were prepared in accordance with generally accepted accounting principles and the Committee has reviewed and discussed those financial statements with management and PricewaterhouseCoopers LLP. The Audit Committee has also discussed with PricewaterhouseCoopers LLP, the Company’s independent accountants, the matters required to be discussed by Statement on Auditing Standards No. 114 (Communication with Audit Committees) as modified or supplemented, as adopted by the PCAOB in Rule 3200T.

In fulfilling its oversight responsibilities for reviewing the services performed by Energizer’s independent registered public accountants, the Audit Committee retains sole authority to select, evaluate and replace the outside auditors, discusses with the independent registered public accountants the overall scope of the annual audit and the proposed audit fees, and annually evaluates the qualifications, performance and independence of the independent registered public accountants and its lead audit partner.

The Audit Committee has received the written disclosures from PricewaterhouseCoopers LLP required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), as modified or supplemented, and has discussed the independence of PricewaterhouseCoopers LLP with members of that firm. In doing so, the Committee considered whether the non-audit services provided by PricewaterhouseCoopers LLP were compatible with its independence. The Audit Committee met with the internal auditors and PricewaterhouseCoopers LLP, with and without management present, to discuss the results of their examination, the evaluations of Energizer’s internal controls and the overall quality of Energizer’s financial reporting.

Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements for the fiscal year ended September 30, 2012 be included in the Company’s Annual Report on Form 10-K for that year and has selected PricewaterhouseCoopers LLP as Energizer’s independent registered public accountants for fiscal year 2013, subject to shareholder ratification.

 

John R. Roberts—Chairman		Bill G. Armstrong
Pamela M. Nicholson		John E. Klein
Daniel J. Heinrich

No portion of this Audit Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed to be filed under either the Securities Act or the Exchange Act.

 

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EXECUTIVE COMPENSATION

The following narratives and tables discuss the compensation paid in fiscal 2012 to our chief executive officer, chief financial officer, our other three most highly compensated executive officers, and one former officer, whom we refer to collectively as our “named executive officers”. Our named executive officers for 2012 were:

 

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Ward M. Klein, Chief Executive Officer;

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Daniel J. Sescleifer, Executive Vice President and Chief Financial Officer;

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David P. Hatfield, President and Chief Executive Officer, Energizer Personal Care;

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Alan R. Hoskins, President and Chief Executive Officer, Energizer Household Products;

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Peter J. Conrad, Vice President, Human Resources; and

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Joseph W. McClanathan, former President and Chief Executive Officer, Energizer Household Products.

Mr. McClanathan served as our President and Chief Executive Officer of Energizer Household Products until his retirement on May 31, 2012. The terms of Mr. McClanathan’s separation are discussed under “Potential Payments Upon Termination or a Change in Control.”

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary and Recent Key Changes to Compensation Program

Our commitment to maintaining the best compensation practices is evidenced by the following existing features and recent changes to our executive compensation program:

 

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Our goal is to instill a “pay for performance” culture throughout our operations, with total compensation opportunities near the 50th percentile of our peer group, with base salaries targeted moderately below the 50th percentile and performance incentives moderately above the 50th percentile, through a mix of short- and long-term compensation.

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A significant portion of targeted compensation for our named executive officers is variable—not fixed—compensation, dependent upon achievement of pre-established performance goals, and subject to forfeiture if those goals are not achieved.

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We have adopted stock ownership guidelines for executive officers, as well as prohibitions on the hedging of company stock by employees and certain other derivative transactions.

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The nominating and executive compensation committee determined it was appropriate to target an increase over fiscal 2010 GAAP earnings per share (“EPS”) of $5.72 for the fiscal 2012 bonus plan and 3-year equity awards, resulting in more challenging performance goals than if a similar increase over the lower fiscal year 2011 GAAP EPS had been used. If fiscal 2011 GAAP results had been used, for example, the fiscal 2012 annual bonus plan target of $6.12 would represent a 64% increase over our fiscal 2011 GAAP EPS.

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In November 2011, we adopted a policy eliminating tax gross-up payments and adopting the best-of-net approach for future change in control employment agreements.

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Executive compensation was approved by a significant majority of shareholders, with 87.5% of the votes cast in favor of the advisory resolution at our 2012 annual meeting.

Changes for Fiscal 2013

 

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Our nominating and executive compensation committee determined to make several additional changes to executive officer compensation for the 2013 fiscal year. Effective for fiscal 2013:

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we eliminated the company match for deferrals of salary and bonus by executives as well as the opportunity for executives to defer salary and bonus under the deferred compensation plan; and

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we terminated the company’s executive health plan. As such, current and former executives will no longer have the opportunity to participate in this plan.

 

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For the 2013 fiscal year, the committee approved multiple metrics in the long-term performance incentive program, including:

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adjusted return on invested capital, to support the Company’s focus on cash flow, including improved working capital performance, and emphasize the importance of capital allocation decisions; and

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cumulative adjusted EBITDA, to reward growth in core operating earnings;

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once the initial award amount is determined, the performance equivalent awards will then be subject to adjustment based on a third new metric, the Company’s relative total shareholder return during the three year performance period based on a relevant group of industrial and consumer goods companies.

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The compensation committee also approved multiple metrics in the short-term performance incentive program for fiscal 2013:

¡

company-wide cost savings associated with restructurings, which will constitute 20% of the weighting, to focus on delivering the cost savings to investors announced by the Company and be paid as cost savings are achieved;

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adjusted earnings per share, which will constitute 30% of the weighting, to encourage the executives to deliver on bottom-line results;

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company-wide pre-tax adjusted operating profit, which will constitute 30% of the weighting, to reward operating performance; and

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adjusted net working capital as a percentage of sales, which will constitute 20% of the weighting, to encourage improved management of working capital.

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Our compensation committee also determined to eliminate the individual performance component of our named executive officers’ annual cash bonus for the 2013 fiscal year, so that compensation will be entirely based on the achievement of the objective, company-wide performance goals.

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Following fiscal 2012 in support of Energizer’s previously announced multi-year restructuring initiative, Mr. Ward Klein and the committee agreed to reduce the number of hours Mr. Ward Klein is permitted to use our aircraft for personal travel from 50 flight hours per year to 30 flight hours per year, beginning in 2013.

 

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The elements of our fiscal 2012 executive compensation program as well as the purpose of each item are shown in the following table:

 

Compensation Element		Description		Purpose
Base Salary		Annual fixed salary, payable in cash.		Helps attract and retain key individuals.   Annual adjustment opportunity motivates performance against focal points for the year.
Annual Cash Bonus		Bonuses are payable in cash upon achievement of the pre-determined company-wide adjusted EPS target (70% of the total bonus target), and assessment of individual performance (30%).		Promotes achievement of both company-wide and individual performance goals.
Three Year Equity Awards		70% of the stretch target award vests based on three year compound annual growth in EPS and 30% vests on the third anniversary of the grant if the recipient remains employed with the Company.		Promotes achievement of long-term company-wide earnings performance goals.   Provides a direct link to shareholder interests by tying a significant portion of executive’s personal wealth to the performance of our common stock.   Vesting requirements help to retain key employees.
Deferred Compensation Plan		Executives may defer their annual bonus; we match 25% for deferrals into a fund tracking the performance of our common stock.		Links an executive’s personal wealth to the performance of our common stock.
Supplemental Retirement Plans		Executives participate in the retirement plans available for all employees; the supplemental retirement plans restore retirement benefits otherwise limited by federal statute.		Ensures that the executives receive the same relative value compared to other employees who are not subject to these limits.
Change of Control Severance Benefits		Executives are entitled to benefits only if they are involuntarily terminated (or they resign for good cause) following a change of control of our company.		Allows executives to make decisions focusing on the interests of shareholders while using a “double trigger” (a change of control plus termination) to avoid a windfall.

 

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Objectives

The key objective of our compensation philosophy is to reward management based upon its success in increasing shareholder value. With a focus on that overarching goal, the overall executive compensation program is designed to provide a compensation package that will enable us to attract and retain highly talented executives and maintain a performance-oriented culture.

Pay for Performance

Our goal is to instill a “pay for performance” culture throughout our operations, with total compensation opportunities targeted at the 50^th percentile of our peer group.

In 2012, a significant portion of targeted compensation for our named executive officers, consisting of the annual cash bonus and three-year equity awards, was variable—not fixed—compensation, with much of that dependent upon achievement of pre-established goals, subject to forfeiture if threshold goals were not achieved. These performance based incentives, which focus on long-term performance, reward the named executive officers for the achievement of outstanding and sustained company performance, which builds shareholder value. We believe this compensation structure offers high potential rewards for superior performance, and a steep reduction for results below target.

Alignment of Executive and Shareholder Interests

A significant portion of our compensation program, similarly to our peer companies, consists of equity grants that align our officers’ interests with those of shareholders by tying a significant portion of the officers’ personal wealth to the performance of our common stock.

Our incentive compensation program (both annual bonuses and three-year equity grants) has focused since its inception in 2002 on consistent improvement in profitability, measured by EPS growth. We believe that such focus has provided strong motivation for superior executive performance and aligns the interests of management with those of the shareholders in fiscal 2012. In developing our fiscal 2013 executive compensation program, we have continued to focus on profitability while adopting metrics which take a more comprehensive perspective than EPS alone. Specifically, in addition to the use of adjusted EPS and adjusted operating profit, we have added two cost savings metrics in our annual bonus plan, company-wide cost savings and net working capital as a percentage of sales, added cumulative adjusted EBITDA as a measure of long-term operating earnings and adjusted return on invested capital to encourage pursuit of project investments that are expected to generate profitable returns, and a relative total shareholder return modifier to further align our compensation with the returns delivered to shareholders.

Retention

Our executive officers are highly experienced, with average length of service with the Company of over 15 years, and have been successful in diversifying our businesses, improving operating results and sustaining long-term adjusted EPS growth. Because of management’s level of experience and successful track record, as well as the value of maintaining continuity in senior executive positions, we view retention of key executives as critical to the ongoing success of our operations. Consequently, we:

 

•

utilize benchmarking against a peer group of companies in order to ensure that we can retain key executives and remain competitive in attracting new employees; and

•

establish vesting periods for our equity-based awards and for the company match under our deferred compensation plan, so that those elements of our compensation program will provide additional retention incentives.

Our executive compensation program also includes features to address other compensation-related issues such as health, welfare, and retirement concerns of employees, including features that were retained at the time of our spin-off in 2000. While we believe these programs have played an important role in our executive compensation

 

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structure, a number of them, including the opportunity to receive a company match on deferred salary and bonus and the opportunity to participate in our executive health plan, will be terminated by the end of the 2012 calendar year.

Implementation of the Compensation Program

Our board of directors has delegated authority to the Nominating and Executive Compensation Committee to approve all compensation and benefits for our executive officers. The committee sets executive salaries and bonuses, reviews executive benefit programs, including change in control severance agreements, and grants cash bonus awards to our executive officers under our cash bonus program, as well as equity awards to all eligible employees and executives under our 2009 incentive stock plan. The committee has not delegated this authority to any other individuals or groups, except for certain administrative tasks involving our benefit programs.

To assist it in evaluating our executive and director compensation programs on a competitive market basis, the committee has directly retained an outside consultant, Meridian Compensation Partners LLC, which is asked to:

 

•

provide comparative market data for our peer group (and other companies, as needed) with respect to the compensation of the named executive officers and the directors;

•

analyze our compensation and benefit programs relative to our peer group; and

•

advise the committee on trends in compensation practice and on management proposals with respect to executive compensation.

The committee has reviewed the independence of Meridian and has determined that Meridian has no conflicts of interest. In particular, Meridian does not provide any other services to the Company. The committee has sole authority to retain or replace Meridian in its role as its consultant. The committee regularly reviews the performance and independence of Meridian, as well as fees paid. Management has retained a separate consultant, Towers Watson, which advises it (but not the committee) on market trends in executive compensation, provides ad hoc analysis and recommendations, and reviews and comments on compensation proposals. We believe that having separate consultants promotes Meridian’s independence with respect to its advice.

A representative of Meridian attends committee meetings as requested to serve as a resource on executive and director compensation matters. In order to encourage independent review and discussion of executive compensation matters, the committee meets with Meridian in executive session.

Meridian, with input from the committee, has developed a customized peer group of 20 companies based on a variety of criteria, including some or all of consumer products businesses, businesses with a strong brand focus, competitors for executive talent, and similarly-sized businesses in terms of revenues and market capitalization.

Meridian uses data provided by that peer group to determine a market comparison for our executive compensation program. Total compensation opportunities are targeted at the 50th percentile of the peer group. The market comparison is made for each key component of compensation, including base pay, target annual bonus, target total cash compensation and grant-date value of long-term incentives. Meridian also analyzes the aggregate equity utilization as compared to the peer group. In addition, Meridian annually reviews the terms of our change-in-control program for our executives for consistency with market practices.

The peer group utilized by Meridian for its review of fiscal 2012 executive compensation consists of the following companies. The industries in which the companies are engaged are noted: (1) household products; (2) personal care; (3) food and beverage; and (4) apparel.

 

Avery Dennison(1)		Del Monte Foods(3)		Herbalife(3)		Revlon(2)
Avon Products(2)		Eastman Kodak(1)		Hershey(3)		S.C. Johnson & Son(1)
Brown-Forman(3)		Elizabeth Arden(2)		Masco Corporation(1)		Scott’s Miracle-Gro(1)
Brown Shoe(4)		Estee Lauder Companies, Inc.(2)		Mattel(1)		Sherwin-Williams(1)
Church & Dwight(1)(2)		Hallmark Cards(1)		Mead Johnson Nutrition Co.(3)		Stanley Black & Decker(1)
Clorox(1)		Hanesbrands(4)		Newell Rubbermaid(1)		Tupperware(1)
Colgate-Palmolive(2)		Hasbro(1)		NuSkin Enterprises(2)

 

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The following table provides an overview of how we compared to our peer group companies on certain financial criteria (based on publicly available information as of August, 2011):

 

(in millions of dollars)		Revenue (FY2010)				Market Capitalization (as of 6/30/11)
75th Percentile			7,390				9,835
50th Percentile			4,327				5,890
25th Percentile			2,662				3,189
Energizer Holdings, Inc.			4,248				5,042
Energizer Holdings, Inc. percentile			47%				45%

Results of 2012 Advisory Vote to Approve Executive Compensation

At our 2012 annual meeting of shareholders on January 30, 2012, we submitted two proposals to our stockholders regarding our executive compensation practices. The first proposal was an advisory vote on our fiscal year 2011 compensation awarded to our named executive officers. Our shareholders approved our fiscal year 2011 compensation awarded to our named executive officers with approximately 87.5% of the votes cast in favor of the proposal. We believe that the outcome of our say-on-pay vote signals our shareholders’ support of our nominating and executive compensation committee’s approach to executive compensation, specifically our efforts to attract, retain, and motivate our named executive officers.

We were pleased with our shareholders’ support of our compensation program in fiscal 2011, and the committee continued to review our executive compensation practices to further align our compensation practices with our pay-for-performance philosophy and shareholder interests, as we describe in “Executive Summary and Recent Key Changes to Compensation Program” above. We value the opinions of our shareholders and will continue to consider the outcome of future say-on-pay votes, as well as feedback received throughout the year, when making compensation decisions for our named executive officers.

The second proposal was a vote on the frequency of future shareholder advisory votes regarding compensation awarded to our named executive officers. Our Board’s recommendation of an annual frequency received the highest number of votes cast, as well as a majority of the votes cast. Based on these results, our Board of Directors determined to hold our say-on-pay votes on an annual basis.

Elements of Compensation

Base Pay

We benchmark base pay against our peer group annually as a guide to setting compensation, in the context of performance, for key positions, including the named executive officers. Our management and the committee believe that an important benchmark for base salaries is the 50th percentile for the peer group, but that it is important to consider the interplay of all of the benchmarked components of compensation as well as the individual’s performance, and to make adjustments as warranted.

At the beginning of each fiscal year the committee establishes the salaries of the executive officers (other than the chief executive officer) based on recommendations of the chief executive officer. These recommendations are based on an assessment of the individual’s responsibilities, experience, and individual performance against focal points. Where the recommendations of the chief executive officer and the compensation consultant for the salaries of executives (other than the chief executive officer) remain within the targeted range relative to the peer group, and the committee concurs with the assessment of performance, the committee has historically approved the recommendations made by the chief executive officer.

The salary of the chief executive officer is set by the committee, taking into account the recommendation of the committee’s compensation consultant. In connection with that review, Meridian, without input from

 

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management, provides the committee with a range of possible salary and long-term incentive award levels. The committee uses this information, along with its analysis of the performance and contributions of the chief executive officer against performance goals, to determine an appropriate salary.

The committee evaluated the base salaries of the named executive officers at its November 2011 meeting and set the base salaries of the named executive officers for fiscal 2012 as follows: Mr. Klein—$1,100,000; Mr. Sescleifer—$525,000; Mr. Hatfield—$525,000; Mr. Conrad—$375,000; and Mr. McClanathan—$525,000. At the committee’s January 2012 meeting, the committee determined that, following his assumption of his role as President and Chief Executive Officer, Energizer Household Products, Mr. Hoskins would receive a base salary of $390,000. The committee’s consultant confirmed that these salaries of our executive officers remained consistent with the Company’s overall compensation objectives.

Incentive Programs

The committee has annually approved a two-tier incentive compensation structure for our key executives, consisting of an annual performance program, paid in cash, and a three-year performance program, paid in restricted stock equivalents. In order to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “IRC”), awards to officers under our annual performance program are made under the terms of our shareholder-approved executive officer bonus plan, and the three-year performance awards are granted under the terms of our 2009 incentive stock plan.

Adjusted EPS

The performance measure used in the 2012 fiscal year, both in our annual cash bonus program and three-year equity grants, was adjusted EPS. We used EPS results, determined in accordance with U.S. generally accepted accounting principles (“GAAP”), subject to certain adjustments for certain limited matters, including extraordinary dividends, stock splits or stock dividends, extraordinary transactions such as acquisitions and integrations, mergers or spin-offs, reorganizations and unusual or non-recurring accounting impacts, which may include cash or non-cash restructuring charges or asset impairments such as write-downs of goodwill or tradenames, or changes in accounting standards or treatment.

The performance goals were set by the committee at the beginning of each fiscal year. In past years, the targeted adjusted EPS goal was set at an increase over the prior years’ results for the annual cash bonus program and three-year performance awards. In 2012, the targeted adjusted EPS goal was set at 7% above our 2010 results rather than the results for the 2011 fiscal year. As compared to our 2011 results, our 2012 adjusted EPS target represented a 64% increase over our fiscal 2011 adjusted EPS results.

In 2012, the committee, in consultation with management, considered whether to adjust for the negative financial impact (or whether to exercise its negative discretion to disregard the impact) of the following events when determining the achievement of targets under the previously granted equity awards or under the fiscal 2012 annual bonus plan: (i) costs associated with restructuring operations, (ii) the payment of penalties resulting from the early termination of certain interest rate swaps and (iii) various integration and transaction costs related to the acquisition of ASR which under current accounting rules are now charged as current period expenses (as opposed to being treated as part of the purchase price or as an opening balance sheet liability). The committee reviewed the adjustments and, through the use of its negative discretion, reduced the amount of the awards and amounts payable under the annual bonus plan to the amount that would have been earned had adjusted EPS been calculated without taking into account the above adjustments, because the committee did not believe that the adjustments made were appropriate to alter the compensation targets achieved in the 2012 fiscal year.

Annual Cash Bonus Program

The 2012 annual bonus was designed to promote achievement of both Company and individual performance goals, with a component equal to 70% of an individual’s annual “bonus target” focused on objective Company adjusted EPS performance, and a component equal to the remaining 30% of the annual “bonus target” focused on both objective and subjective individual performance.

 

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The committee assigned individual “bonus targets” to each of the officers, based upon historical practice at the Company and prevailing market practice information provided by the committee’s consultant. For fiscal 2012, the following “bonus targets,” defined as a percentage of the individual’s base pay, were assigned to the named executive officers:

• Mr. Klein - 115%

• Mr. Sescleifer - 80%

• Mr. Hatfield - 80%

• Mr. Hoskins - 80%

• Mr. Conrad - 60%

• Mr. McClanathan - 80%

Bonus Component Based on Company Performance

The Company performance component of the annual cash bonus program was designed to reward annual adjusted EPS growth. The following table provides information on the potential bonuses that could have been earned in fiscal 2012.

 

Goals for Annual Objective Component— Set at Beginning of Each Fiscal Year		Bonus which will be Awarded upon Achievement of Goals
Threshold: set at 2010 final GAAP results ($5.72)		10% of 70% of officer’s   “bonus target”
Target: set at 7% above Threshold goal ($6.12)		100% of 70% of officer’s   “bonus target”
Stretch: set at 14% above Threshold goal ($6.52)		200% of 70% of officer’s   “bonus target”

Bonuses indicated increase proportionately in 1/10th of 1% increments for final results between the goals indicated with maximum bonus at stretch. No bonuses tied to the Company performance are paid for results below the Threshold goal.

For the 2012 fiscal year, our actual adjusted EPS was $6.22 per share resulting in performance compensation slightly above the target level.

Bonus Component Based on Individual Performance

The individual performance component of the annual cash bonus program is based upon a subjective evaluation of the officer’s performance during the year, including performance against pre-established “focal points” for business and operational improvement. Executive officers are eligible to receive from 0% to 200% of their bonus target for the individual performance component, based on the committee’s determination of the officer’s performance during the fiscal year against his or her focal points, and, for the chief executive officer, input from the chairman of the board and assessments of the chief executive officer’s performance by each director.

The board of directors establishes the focal points of the chief executive officer at the beginning of the year, and the chief executive officer sets the focal points for the other executive officers. The focal points for those other officers for 2012 generally addressed specific operational objectives, budgeted financial objectives, organizational and management objectives, and more specific objectives directly related to each officer’s position. The focal points for the chief executive officer addressed EPS performance, as well as top-line operating objectives for our businesses, sales and profit growth objectives, and organizational and management objectives.

 

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See note 4 to the “Summary Compensation Table” for amounts paid to our named executive officers with respect to the annual individual performance component.

Following its annual review of executive compensation for the 2013 fiscal year, the committee determined to eliminate the individual performance component of the annual cash bonus plan, and replace it with multiple objective company performance metrics.

Equity Awards

Our amended and restated 2009 incentive stock plan, as approved at our 2011 annual meeting of shareholders, authorizes the committee to grant various types of equity awards. Since 2005, the committee has granted to key executives primarily restricted stock equivalent awards, with achievement of Company performance targets over three years as a condition to vesting of the majority of the award, and continued employment with the Company over the same period as a condition to vesting of the remainder of the award. In November 2011, the committee continued this practice, awarding three-year incentive awards with a performance based component at stretch constituting 70% of the total award and the time-vesting component 30% of the award.

Timing and Procedures for Grants

Except for exceptional cases, such as promotions or new hires, long-term incentive awards are generally granted in the first quarter of the fiscal year (October through December), at the time when salary levels and bonus programs for the new fiscal year are determined. The committee and management have agreed that it is also an appropriate time to review and consider additional awards as part of the total compensation packages.

The size of equity awards for the executive officers was based in part upon benchmarked data from our peer group provided by Meridian, valued on the basis of grant-date present value. The size of awards also reflects other factors, such as officers’ individual performance, current dilution rates, and the market run-rate for equity grants among the peer group. The number of restricted stock equivalents (subject to both time- and performance-based vesting) awarded, as well as the mix between the two types of awards, are based on the amounts targeted to be delivered after three years, and the corresponding grant date present value of the restricted stock equivalents. The restricted stock equivalent awards are stock-settled at the end of the three-year period, when they convert into unrestricted shares of our common stock if the vesting requirements are met. The value of the performance shares that our executives received increases with achievement of performance criteria up to the stretch target due to both the increase in the number of shares vesting and stock price increases over the performance period.

The chief executive officer recommends to the committee the number of shares or share units to be awarded for each named executive officer (other than the chief executive officer). With respect to awards to the chief executive officer, Meridian, without input from the chief executive officer or other members of management, provides a range of potential awards to the committee. However, the committee considers alternatives outside the range and determines the award considering the competitive posture, performance of the Company, and experience and effectiveness of the chief executive officer’s leadership, as well as the input from Meridian.

Grants During Fiscal 2012

The threshold for payout under the three-year performance awards granted in November 2011 is 5% cumulative annual adjusted EPS growth, with approximately 16.5% of the award vesting at that threshold, and pro rata increases up to 50% vesting at 7% cumulative annual growth and a maximum of 100% vesting at 12% cumulative annual growth over the three-year period, with the base adjusted EPS of $5.72. The committee determined that $5.72, the adjusted EPS from fiscal 2010, should be used rather than the adjusted EPS from fiscal 2011, because the committee believed that the higher fiscal 2010 adjusted EPS represented a more appropriate base from which to measure performance, and that the vesting levels challenge our executives to deliver results in accordance with our growth strategy. The number of units granted to each named executive office is shown in the “Grants of Plan-Based Awards” table.

 

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Performance Awards Vesting in 2012

In fiscal 2012, the three-year vesting period for performance awards granted in October 2009 ended. The compound adjusted EPS growth for that period, 9.33%, resulted in vesting of 66.7% of the awards granted. As noted in “—Incentive Programs—Adjusted EPS,” the committee exercised its discretion to adjust the fiscal 2012 adjusted EPS result down to fiscal 2012 EPS calculated in accordance with generally accepted accounting principles.

Other Equity Awards

The committee has from time to time granted non-qualified stock options as well as restricted stock equivalent awards which vest over time. For example, in October 2009, because of concerns over the impact of non-attainable performance goals in outstanding performance awards on retention of key executives, the committee approved the grant to such executives, including the named executive officers, of retention stock option awards with an exercise price equal to the market value of our common stock on the date of grant. No such awards were granted in fiscal 2012.

Deferred Compensation Plan

The executive officers and other key employees are permitted to request the deferral of their annual cash bonus awards under the terms of our deferred compensation plan. Deferrals of an executive’s cash bonus into the Energizer common stock unit fund of the plan received a 25% Company match, vesting three years from the date of crediting. This match is being eliminated beginning in fiscal 2013. The plan is a legacy plan inherited from our former parent that we have retained as a part of our compensation program. The plan is more fully described in the narrative to the “Non-qualified Deferred Compensation Table” below.

Supplemental Retirement Plans

In fiscal 2012, our named executive officers were covered, like other employees, by our defined benefit pension plan. As a qualified plan, it is subject to maximum pay and benefit limits under the tax rules. Our named executive officers were also covered by our qualified defined contribution 401(k) plan, or the savings investment plan, and entitled to a Company match on a portion of their deferrals to the plan. The amounts which may be deferred on a tax preferred basis into the qualified plan, as well as the amount of the matching contributions, are also subject to IRS limitations. We have also established supplemental plans to compensate executives for these limits. The pension restoration plan (the executive supplemental retirement plan) provides a supplement to an executive’s pension benefit equal to the amount that the executive would have received but for the tax limitations. The excess 401(k) plan (the executive savings investment plan) permits executives to defer any excess contributions and matching payments not permitted into the qualified savings investment plan. These supplemental retirement plans are legacy benefits which were also offered by our former parent. According to market data provided by Meridian, these types of benefits are generally offered by our peer group described above, often with enhanced benefit formulas (which we do not provide).

Details of pension benefits under the pension restoration plan are set forth in the “Pension Benefits Table,” including the accompanying narrative. Details of the excess 401(k) plan, including the contributions, earnings, and year-end balances, are set forth in the “Non-qualified Deferred Compensation Table,” including the narrative.

In November 2012, we approved and communicated changes for both our qualified and supplemental U.S. pension plans so that, effective January 1, 2014, the pension benefit earned to date by active participants under the legacy Energizer U.S. pension plan will be frozen and future retirement service benefits will no longer be accrued. The elimination of the U.S. pension benefit will be partially offset by an increase in the company match to contributions made by participants into our defined contribution Savings Investment Plan.

 

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Severance and Other Benefits Following a Change of Control

Unlike many other public companies, we have not offered employment agreements to our executives. However, we have ongoing change of control employment agreements with each of our executive officers, as discussed under “Potential Payments upon Termination or Change of Control.”

The change of control employment agreements are designed to provide executives with increased security in the event of a change of control, and allow them to weigh alternative future courses for the Company focused on the interests of shareholders. The committee annually reviews the cost and the terms of the agreements in light of advice provided by Meridian, based upon surveys of Fortune 200 companies as well as our peer group, and its own internal data and expertise. We believe that the retention value provided by the agreements, and the benefit to us when the executive is provided the opportunity to focus on the interests of shareholders and not the executive’s own personal financial interests, outweighs the potential cost given that:

 

•

such protections are common among companies of our size, and allow us to offer a competitive compensation package;

•

Meridian has advised that the aggregate projected cost of the agreements is at the lower end of prevailing practice;

•

such costs will only be triggered if the new controlling entity involuntarily terminates the protected executives, or the executives are able to terminate for good reason, during the protected period;

•

the agreements include non-compete and non-solicitation covenants binding on the executives, which can provide significant benefit to the new controlling entity; and

•

the individuals with the agreements are carefully selected by the board of directors, and we believe they are critical to the process of evaluating or negotiating a potential change of control transaction or in the operation of our business during the negotiations or integration process, so that their retention would be critical to the success of any such transaction.

The committee has from time to time in the last several years initiated further limitations on the benefits provided. In November 2011, the board of directors, upon the recommendation of the committee, adopted a policy pursuant to which we will not include tax gross-up payments relating to severance payments, and instead adopt the “best-of-net” approach for future change in control employment agreements with executive officers.

A description of the projected cost if a change of control were to have occurred on the last day of fiscal 2012 and all of the named executive officers were terminated on that date is provided under “Potential Payments upon Termination or Change of Control.”

On May 31, 2012, Mr. McClanathan, President and Chief Executive Officer of Energizer Household Products since November 2007, retired from that role. The Company and Mr. McClanathan entered into a Separation Agreement and General Release, dated December 15, 2011. Under his Separation Agreement, Mr. McClanathan received a full year bonus for fiscal 2012 based on actual Company financial results. In addition, all of the time-based restricted stock equivalents awarded to Mr. McClanathan on October 12, 2009 (6,300 shares), November 1, 2010 (5,700 shares) and November 7, 2011 (6,084 shares) immediately vested upon his retirement. With respect to Mr. McClanathan’s performance-based restricted stock equivalents granted on October 12, 2009 (7,350 shares at target and 14,700 shares at stretch), such shares partially vested based on Company performance, as described in “—Incentive Programs—Equity Awards—Performance Awards Vesting in 2012.” Mr. McClanathan continues to be subject to post-employment nondisclosure, non-disparagement, non-solicit and non-competition covenants.

Perquisites

We offer a limited number of perquisites for our executive officers. As described above, our board of directors authorized the personal use of our Company-owned aircraft, for up to 50 flight hours per year by the chief

 

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executive officer, but does not permit reimbursement of taxes associated with the chief executive officer’s personal use of the aircraft. For 2013 in support of Energizer’s previously announced multi-year restructuring initiative, Mr. Ward Klein and the committee agreed that the number of flight hours available for personal use will be reduced to 30 flight hours. The board has also authorized individuals to bring family members and guests along on business flights. The remaining perquisites or executive benefits consist of the executive financial planning program, executive health plan, executive long-term disability plan, and executive excess liability plan. Of these, the executive health plan was eliminated by the committee, effective as of December 31, 2012. In addition, Mr. Hatfield is reimbursed for commuting expenses as a result of his assignment to our office in Connecticut, but he is not reimbursed for taxes associated with that reimbursement. We regularly review the benefits provided to our executives and make appropriate modifications based on peer group analysis and the committee’s evaluation of the retentive value of these benefits.

Stock Ownership Requirements

Our stock ownership guidelines provide that the chief executive officer must maintain ownership of our common stock with a value of at least five times his base salary, and other executive officers must maintain common stock ownership with a value of at least three times their base salaries. New executive officers are given a period of five years to attain full compliance with the guidelines.

For purposes of these determinations, stock ownership includes shares of our common stock which are owned directly or by family members residing with the executive, or by family trusts, as well as vested options, vested and deferred restricted stock equivalents, unvested restricted stock equivalents (other than equivalents subject to achievement of performance targets), and common stock or stock equivalents credited to an officer under our savings investment plan, our excess 401(k) plan, or our deferred compensation plan. As of September 30, 2012, each of our named executive officers was in compliance with the guidelines.

Trading in Energizer Stock

Under our insider trading policy, directors, officers and employees or their designees, are prohibited from engaging in speculative trading or hedging transactions in Energizer securities, including prohibitions on:

 

•

Investing or trading in market-traded options on Energizer securities — i.e., puts and calls; or

•

Purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to profit from, hedge or offset any change in the market value of equity securities (1) granted to the director, officer or employee by Energizer as part of the compensation of the employee or member of the Board of Directors; or (2) held, directly or indirectly, by the director, officer or employee; or

•

Engaging in “short-sales” of Energizer securities — i.e., selling Energizer stock not owned at the time of the sale; or

•

Speculating on relatively short-term price movements of Energizer securities — i.e., engage in a purchase and sale of Energizer stock within a short period of time; or

•

Transferring funds into or out of Energizer stock equivalent funds in Energizer’s benefit plans while in possession or aware of material non-public information; or

•

Engaging in any other transaction involving Energizer securities that suggests the misuse of information that is unavailable to the general public.

Deductibility of Certain Executive Compensation

U.S. tax laws set a limit on deductible compensation of $1,000,000 per year per person for the chief executive officer and the next 3 highest paid officers (other than the chief financial officer). Performance-based awards which meet certain requirements are excluded when determining whether such an executive has received compensation in excess of this limit. The applicable plan provisions give the committee authority to require the deferral of certain bonus and salary payments to such officers in order to preserve the deductibility of those

 

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payments. By making payments under the annual cash bonus program and annual restricted stock equivalent grants contingent upon achievement of shareholder-approved performance goals, such payments may be deductible under the U.S. tax laws. We believe a significant portion of the compensation paid to the named executive officers may remain deductible as performance-based awards under shareholder-approved plans in the future. However, the committee reserves the flexibility to approve compensation arrangements that are not fully tax deductible where the committee considers such arrangements to be appropriate and in the best interests of the company.

The committee intends to continue to review and monitor its policy with respect to the deductibility of compensation.

COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT

As part of its responsibilities, the committee annually reviews the Company’s compensation policies and practices for all employees, including executive officers, to determine that, in its judgment, our compensation programs do not encourage risk-taking likely to have a material adverse effect on the Company. In particular, there are several design features of those programs that the committee believes reduces the likelihood of excessive risk-taking:

 

•

the executive compensation program design provides a balanced mix of cash and equity, annual and longer-term incentives;

•

for the executive compensation program, maximum payout levels for bonuses and performance awards are capped;

•

the Company does not grant stock options on a regular basis; and

•

executive officers are subject to share ownership and retention guidelines.

The committee determined that, for all employees, the Company’s compensation programs do not encourage excessive risk and instead encourage behavior that supports sustainable value creation.

NOMINATING AND EXECUTIVE COMPENSATION COMMITTEE REPORT

The Nominating and Executive Compensation Committee of the Company’s Board of Directors consists entirely of non-employee directors that are independent under the NYSE listing standards. The Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis with management. Based on these reviews and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

 

Daniel J. Heinrich Bill G. Armstrong		John C. Hunter—Chairman John R. Roberts

 

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EQUITY COMPENSATION PLAN INFORMATION

The following table gives information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing compensation plans as of September 30, 2012.

 

Plan Category		(1) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights				(2) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights				(3) Number of Securities Remaining Available  for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (1), and as Noted Below)
Equity compensation plans approved by security holders			2,914,642			$	51.59				3,257,842
Equity compensation plans not approved by security holders			None				N/A				None
Total			2,914,642			$	51.59				3,257,842

 

 

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SUMMARY COMPENSATION TABLE

 

Name and Principal Position		Year				Salary				Bonus (1)				Stock Awards (2)				Option Awards (3)				Non-Equity Incentive Plan Comp. (1)(4)				Change in Pension Value and Nonqual’d Deferred Comp. Earnings (5)				All Other Compensation (6)				Total ($)
Ward M. Klein			2012			$	1,091,667			$	0			$	4,000,049			$	0			$	1,676,125			$	2,563,614			$	213,426			$	9,544,881
Chief Executive Officer			2011			$	991,667			$	0			$	3,651,834			$	0			$	450,000			$	1,041,563			$	378,112			$	6,513,176
			2010			$	893,750			$	0			$	3,768,093			$	1,026,000			$	1,800,000			$	1,697,688			$	179,594			$	9,365,125
Daniel J. Sescleifer			2012			$	523,752			$	0			$	971,014			$	0			$	556,502			$	77,188			$	33,580			$	2,162,036
Executive Vice President & Chief Financial Officer			2011			$	507,090			$	0			$	1,081,376			$	0			$	183,600			$	106,226			$	71,621			$	1,949,913
			2010			$	472,083			$	0			$	978,109			$	675,000			$	703,000			$	155,265			$	45,279			$	3,028,736
David P. Hatfield			2012			$	523,787			$	0			$	986,318			$	0			$	556,538			$	144,681			$	42,441			$	2,253,765
President & CEO, Energizer Personal Care			2011			$	508,371			$	0			$	905,626			$	0			$	244,800			$	185,561			$	103,932			$	1,948,290
			2010			$	482,504			$	0			$	986,515			$	810,000			$	784,000			$	148,462			$	54,615			$	3,266,096
Alan R. Hoskins			2012			$	278,339			$	0			$	450,064			$	0			$	413,400			$	119,167			$	757,085			$	2,018,055
President & CEO, Energizer Household Products
Peter J. Conrad			2012			$	373,754			$	0			$	624,341			$	0			$	298,126			$	75,717			$	25,569			$	1,397,507
Vice President, Human Resources
Joseph W. McClanathan			2012			$	413,394			$	0			$	970,031			$	0			$	556,538			$	0			$	33,118			$	1,973,081
Former President & CEO, Energizer Household Products			2011			$	508,371			$	0			$	1,101,626			$	0			$	183,600			$	317,207			$	67,503			$	2,178,307
			2010			$	488,767			$	0			$	938,618			$	472,500			$	784,000			$	220,495			$	30,984			$	2,935,364

 

 

 

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GRANTS OF PLAN-BASED AWARDS

Awards to the named executive officers, and to other key executives, were made in fiscal 2012 under three separate plans or programs:

 

•

potential cash awards under our annual cash bonus program, dependent upon achievement of Company and individual performance measures established at the beginning of each fiscal year, as described in more detail in “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Annual Cash Bonus Program”;

 

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•

three-year restricted stock equivalent awards under the terms of our 2009 incentive plan, which include a performance component and a time-vesting component, as described in more detail in “Compensation Discussion and Analysis—Elements of Compensation—Incentive Programs—Equity Awards”; and

•

Company-matching deferrals (payable in cash at retirement) under our deferred compensation plan, as described in more detail in the narrative to the “Non-qualified Deferred Compensation Table” below.

GRANTS OF PLAN-BASED AWARDS TABLE

 

								Estimated Future Payouts Under Non-Equity Incentive Plan Awards												Estimated Future Payouts Under Equity Incentive Plan Awards (#)
Name		Type of Award		Grant Date		Date of Comp. Comm. Action(6)		Threshold				Target				Maximum				Threshold				Target				Maximum				All Other Stock Awards: Number of  Shares of Stock(#)				All Other Option Awards: Number of  Shares Underlying  Options (#)		Exercise    or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option  Awards(7)
W.M. Klein		Bonus: Annl.Co.Perf.		11/7/11(1)				$	88,550			$	885,500			$	1,771,000
		Bonus: Annl.Ind.Perf.		11/7/11(2)				$	284,625			$	379,500			$	759,000
		Perf.Awd.:3Yr.CAGR		11/7/11(3)																	10,128				30,691				61,382											$	2,153,894
		Perf.Awd.: TimeVest		11/7/11(4)																													26,306							$	1,846,155
		Company Match		11/30/11(5)		10/18/10																											0							$	0
D.J. Sescleifer		Bonus: Annl.Co.Perf.		11/7/11(1)				$	29,400			$	294,000			$	588,000
		Bonus: Annl.Ind.Perf.		11/7/11(2)				$	94,500			$	126,000			$	252,000
		Perf.Awd.:3Yr.CAGR		11/7/11(3)																	2,342				7,098				14,196											$	498,138
		Perf.Awd.: TimeVest		11/7/11(4)																													6,084							$	426,975
		Company Match		11/30/11(5)		10/18/10																											649							$	45,901
D.P. Hatfield		Bonus: Annl.Co.Perf.		11/7/11(1)				$	29,400			$	294,000			$	588,000
		Bonus: Annl.Ind.Perf.		11/7/11(2)				$	94,500			$	126,000			$	252,000
		Perf.Awd.:3Yr.CAGR		11/7/11(3)																	2,342				7,098				14,196											$	498,138
		Perf.Awd.: TimeVest		11/7/11(4)																													6,084							$	426,975
		Company Match		11/30/11(5)		10/18/10																											866							$	61,205
A.R. Hoskins		Bonus: Annl.Co.Perf.		11/7/11(1)				$	21,840			$	218,400			$	436,800
		Bonus: Annl.Ind.Perf.		11/7/11(2)				$	70,200			$	93,600			$	187,200
		Perf.Awd.:3Yr.CAGR		11/7/11(3)																	1,139				3,453				6,906											$	242,332
		Perf.Awd.: TimeVest		11/7/11(4)																													2,960							$	207,733
		Company Match		11/30/11(5)		10/18/10																											0							$	0
P.J. Conrad		Bonus: Annl.Co.Perf.		11/7/11(1)				$	15,750			$	157,500			$	315,000
		Bonus: Annl.Ind.Perf.		11/7/11(2)				$	50,625			$	67,500			$	135,000
		Perf.Awd.:3Yr.CAGR		11/7/11(3)																	1,519				4,604				9,208											$	323,109
		Perf.Awd.: TimeVest		11/7/11(4)																													3,946							$	276,930
		Company Match		11/30/11(5)		10/18/10																											344							$	24,302
J.W. McClanathan		Bonus: Annl.Co.Perf.		11/7/11(1)				$	29,400			$	294,000			$	588,000
		Bonus: Annl.Ind.Perf.		11/7/11(2)				$	94,500			$	126,000			$	252,000
		Perf.Awd.:3Yr.CAGR		11/7/11(3)																	2,342				7,098				14,196											$	498,138
		Perf.Awd.: TimeVest		11/7/11(4)																													6,084							$	426,975
		Company Match		11/30/11(5)		10/18/10																											649							$	45,904

 

 

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 

 

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 

		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
W. M. Klein			100,000				0			$	42.90				1/25/14				76,890	(1)		$	5,736,763				175,012	(7)		$	13,057,645
			45,000				0			$	49.18				1/13/15
			0				38,000			$	65.63				10/11/19
D. J. Sescleifer			5,000				0			$	46.13				10/18/14				22,217	(2)		$	1,657,610				42,896	(8)		$	3,200,471
			0				25,000			$	65.63				10/11/19
D. P. Hatfield			15,000				0			$	46.13				10/18/14				20,077	(3)		$	1,497,945				42,896	(9)		$	3,200,471
			0				30,000			$	65.63				10/11/19
A. R. Hoskins			0				12,500			$	65.63				10/11/19				13,206	(4)		$	985,300				24,790	(10)		$	1,849,582
P. J. Conrad			0				15,000			$	65.63				10/11/19				13,803	(5)		$	1,029,842				27,478	(11)		$	2,050,134
J. W. McClanathan			50,000				0			$	42.90				1/25/14				0	(6)		$	0				0	(12)		$	0
			20,000				0			$	46.13				10/18/14

 

 

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OPTION EXERCISES AND STOCK VESTED

 

		Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)(1)(2)(3)				Value Realized on Vesting ($)
W. M. Klein			0			$	0				28,166			$	2,049,374
D. J. Sescleifer			0			$	0				11,666			$	853,784
D. P. Hatfield			16,667			$	664,860				8,333			$	608,042
A. R. Hoskins			0			$	0				7,000			$	513,570
P. J. Conrad			0			$	0				9,666			$	708,864
J. W. McClanathan			0			$	0				41,666			$	2,960,684

 

 

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PENSION BENEFITS

 

 

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PENSION BENEFITS TABLE

 

Name		Plan Name		Number of Years Credited Service (#)(1)				Present Value of Accumulated Benefit ($)(2)				Payments During Last Fiscal Year ($)
W.M. Klein		Energizer Retirement Plan			33			$	1,464,235			$	0
		Supplemental Executive Retirement Plan			32			$	11,483,656			$	0
D.J. Sescleifer		Energizer Retirement Plan			12			$	383,004			$	0
		Supplemental Executive Retirement Plan			11			$	620,113			$	0
D.P. Hatfield		Energizer Retirement Plan			27			$	723,646			$	0
		Supplemental Executive Retirement Plan			26			$	1,658,762			$	0
A.R. Hoskins		Energizer Retirement Plan			29			$	865,233			$	0
		Supplemental Executive Retirement Plan			28			$	973,357			$	0
P.J. Conrad		Energizer Retirement Plan			18			$	524,692			$	0
		Supplemental Executive Retirement Plan			17			$	570,352			$	0
J.W. McClanathan		Energizer Retirement Plan			37			$	0			$	1,015,817
		Supplemental Executive Retirement Plan			36			$	4,357,990			$	0

 

 

NON-QUALIFIED DEFERRED COMPENSATION

 

 

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NON-QUALIFIED DEFERRED COMPENSATION TABLE

 

Name		Plan		Executive Contributions in Last FY ($)(1)				Registrant Contributions in Last FY ($)(2)				Aggregate Earnings in Last FY ($)(3)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last FYE ($)(5)
W. M. Klein		Def’d Comp. Plan		$	0			$	0			$	1,870,412			$	0			$	15,885,266
		Exec. S.I.P.		$	75,500			$	41,500			$	469,255			$	0			$	2,449,438
		Vested StockEquivs.(4)		$	1,999,097			$	0			$	735,370			$	0			$	7,956,385
		Total		$	2,074,597			$	41,500			$	3,075,037			$	0			$	26,291,089
D.J. Sescleifer		Def’d Comp. Plan		$	183,603			$	45,901			$	334,054			$	1,422,482			$	4,209,290
		Exec. S.I.P.		$	26,175			$	15,052			$	303,525			$	0			$	1,537,272
		Vested StockEquivs.(4)		$	835,854			$	0			$	204,011			$	0			$	2,459,954
		Total		$	1,045,632			$	60,953			$	841,590			$	1,422,482			$	8,206,516
D. P. Hatfield		Def’d Comp. Plan		$	244,820			$	61,205			$	1,058,566			$	5,182			$	6,478,970
		Exec. S.I.P.		$	14,427			$	10,964			$	116,055			$	0			$	495,350
		Vested StockEquivs.(4)		$	589,892			$	0			$	139,201			$	0			$	1,679,849
		Total		$	849,139			$	72,169			$	1,313,822			$	5,182			$	8,654,169
A.R. Hoskins		Def’d Comp. Plan		$	0			$	0			$	404,140			$	0			$	2,524,235
		Exec. S.I.P.		$	0			$	0			$	14,898			$	0			$	434,903
		Vested StockEquivs.(4)		$	0			$	0			$	0			$	0			$	0
		Total		$	0			$	0			$	419,038			$	0			$	2,959,138
P.J. Conrad		Def’d Comp. Plan		$	97,207			$	24,302			$	302,990			$	5,569			$	5,609,366
		Exec. S.I.P.		$	11,944			$	7,869			$	46,431			$	0			$	343,919
		Vested StockEquivs.(4)		$	212,815			$	0			$	7,490			$	0			$	220,305
		Total		$	321,966			$	32,171			$	356,911			$	5,569			$	6,173,590
J. W. McClanathan		Def’d Comp. Plan		$	183,615			$	45,904			$	1,130,789			$	3,426,596			$	7,715,010
		Exec. S.I.P.		$	7,800			$	4,588			$	183,104			$	924,813			$	575,770
		Vested StockEquivs.(4)		$	1,270,039			$	0			$	341,272			$	2,106,900			$	2,591,745
		Total		$	1,461,454			$	50,492			$	1,655,165			$	6,458,309			$	10,822,525

 

 

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

We have not entered into general employment agreements with any of our named executive officers, nor do we have executive severance plans or programs. However, equity awards under our 2000 and 2009 incentive stock plans and our deferred compensation plan provide for acceleration of vesting of certain awards in the event of certain terminations of employment. In addition, we have entered into change of control employment agreements with our named executive officers and certain of our other key employees which provide for severance compensation, acceleration of vesting, tax reimbursement and continuation of benefits upon certain qualified termination of employment following a change of control.

The information below reflects the value of acceleration or incremental compensation which each officer would receive upon the termination of his or her employment or upon a change in control. Because the value of awards and incremental compensation depend on several factors, actual amounts can only be determined at the time of the event.

The information is based on the following assumptions:

 

•

the event of termination (death, permanent disability, involuntary termination without cause, or voluntary termination), or a change of control of the Company, occurred on September 30, 2012, the last day of our fiscal year;

 

•

the market value of our common stock on that date was $74.61 (the actual closing price on September 30, 2012);

 

•

each of the officers were terminated on that date; and

 

•

corporate and individual federal tax rates were 35%, Missouri state tax rate was 6%, Connecticut state tax rate (for Mr. Hatfield) was 6.7%, and FICA was 1.45%.

The information does not reflect benefits that are provided under our plans or arrangements that do not discriminate in favor of executive officers and are available generally to all salaried employees-such as amounts accrued under our savings investment plan, accumulated and vested benefits under our retirement plans (including our pension restoration plan and executive savings investment plan), health, welfare and disability benefits, and accrued vacation pay.

The information below also does not include amounts under our deferred compensation plan or executive savings investment plan that would be paid, or vested stock equivalents that would be issued, all as described in the “Non-qualified Deferred Compensation Table,” except to the extent that an officer is entitled to an accelerated benefit as a result of the termination.

Death, Disability or Termination of Employment (Other Than Upon a Change of Control)

Upon an officer’s death, permanent disability, involuntary termination other than for cause (defined as termination for gross misconduct), and, in some cases, retirement, the following plans or programs provide for acceleration of awards. No awards are accelerated for voluntary termination of employment before attainment of age 55, or for involuntary termination for cause, except as noted.

 

		Involuntary Termination		Death		Disability		Retirement After Age 55
Non-Qualified Stock Options granted 10/12/09		Forfeited		Accelerated		Accelerated		Forfeited
Three-year restricted stock awards granted 10/12/09, 10/18/10 or 11/1/10 and 11/7/11		Forfeited		Accelerated		Accelerated		Forfeited
Three-year performance awards granted 10/12/09, 10/18/10 or 11/1/10 and 11/7/11		Forfeited		Accelerated		Accelerated		Forfeited
Unvested 25% Company match		Accelerated		Accelerated		Accelerated		Accelerated

 

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Upon termination of employment for any reason, vested account balances in our deferred compensation plan are paid out in cash to the participant in either a lump sum, or over a five or ten year period, commencing six months from the date of termination.

In the event an officer’s employment is terminated due to permanent disability, he or she may also be entitled to benefits under our executive long-term disability plan, which pays a supplemental benefit equal to 60% of the amount by which the officer’s previous year’s salary and bonus exceeded $150,000. (Amounts below that figure are covered by our long-term disability plan, available generally to salaried U.S. employees.) As noted in the Summary Compensation Table, the Company pays the premiums for $40,000 of term life insurance for all U.S. employees, including the named executive officers.

In fiscal 2012, upon retirement or death, the officer, or his or her surviving spouse, may have also been entitled to continued coverage under our executive health plan, which generally covers medical/dental/vision expenses and deductibles and co-pays not otherwise covered by our underlying medical insurance plan. However, in order to qualify for continued coverage under the executive health plan, the covered person must pay for retiree coverage under our underlying medical and dental insurance plans. Effective December 31, 2012, the Energizer Holdings, Inc. Executive Health Plan will terminate. As such, current and former executives will no longer have the opportunity to participate in this plan.

The value of awards which would be accelerated for our named executive officers upon death, disability, involuntary termination of employment or retirement as of September 30, 2012 is shown in the following chart. The value of accelerated restricted stock equivalents (both performance- and time-based) and 25% Company match for deferred annual bonus amounts reflects a stock price of $74.61. Stock market changes since September 30, 2012 are not reflected in these valuations.

 

		Accelerated Awards
Officer Termination Events		Stock Options				Restricted Stock Equivalents, Including Three-Year Performance Awards				Unvested 25% Company Match				Total
W. M. Klein: 1		$	341,240			$	12,146,284			$	0			$	12,487,524
W. M. Klein: 2		$	0			$	0			$	0			$	0
W.M. Klein: 3		$	0			$	0			$	0			$	0
D. J. Sescleifer: 1		$	224,500			$	2,971,866			$	253,635			$	3,450,001
D. J. Sescleifer: 2		$	0			$	0			$	253,635			$	253,635
D. P. Hatfield: 1		$	269,400			$	2,971,866			$	122,310			$	3,363,576
D. P. Hatfield: 2		$	0			$	0			$	122,310			$	122,310
A.R. Hoskins: 1		$	112,250			$	1,717,448			$	185,548			$	2,015,246
A.R. Hoskins: 2		$	0			$	0			$	185,548			$	185,548
P.J. Conrad: 1		$	134,700			$	1,903,674			$	146,535			$	2,184,909
P.J. Conrad: 2		$	0			$	0			$	146,535			$	146,535

Termination Events:

1—Death or permanent disability;

2—Involuntary termination of employment other than for cause;

3—Retirement following attainment of age 55 (Mr. Klein had attained age 55 as of September 30, 2012).

On May 31, 2012, Mr. McClanathan, President and Chief Executive Officer of Energizer Household Products since November 2007, retired from that role. The Company and Mr. McClanathan entered into a Separation Agreement and General Release, dated December 15, 2011. Under his Separation Agreement, Mr. McClanathan received a full year bonus for fiscal 2012 based on actual Company financial results. See footnote (4) to

 

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“Executive Compensation—Summary Compensation Table.” In addition, all of the time-based restricted stock equivalents awarded to Mr. McClanathan on October 12, 2009 (6,300 shares with a 9/30/12 value of $470,043), November 1, 2010 (5,700 shares with a 9/30/12 value of $425,277) and November 7, 2011 (6,084 shares with a 9/30/12 value of $453,927) immediately vested upon his retirement. With respect to Mr. McClanathan’s performance-based restricted stock equivalents granted on October 12, 2009 (7,350 shares at target and 14,700 shares at stretch), such shares partially vested based on Company performance, as described in “—Incentive Programs—Equity Awards—Performance Awards Vesting in 2012.” Mr. McClanathan continues to be subject to post-employment nondisclosure, non-solicit, non-disparagement and non-competition covenants.

Change of Control of the Company

Our change of control employment agreements with each of the named executive officers have a term of three years from their effective date (which term is automatically extended every year beginning the first year for an additional year unless our nominating and executive compensation committee elects to terminate an agreement at least 90 days prior to renewal). Each of these agreements provides that the officer will receive severance compensation in the event of his or her involuntary termination (including voluntary termination for “good reason”), other than for cause, within three years following a change in control of the Company.

“Termination for cause” means a termination for willful breach of, or failure to perform, employment duties.

“Good reason” means, among other things, certain changes in the officer’s status or duties, failure to pay certain compensation or awards or benefits, relocation of his or her office, or improper termination.

“Change of control” includes, among other things, acquisition of specified amounts of shares by any person, certain changes in the composition of our incumbent board of directors, approval of business combinations under certain circumstances, or other matters approved by our board.

Under the agreements, upon a change of control, each officer, even if not terminated, will receive a pro rata annual bonus (equal to the greater of either target bonus for the year in which the change of control occurred, or the actual bonus for the preceding year) for the portion of the year occurring prior to a change of control.

The agreements also provide that upon a change of control, outstanding equity awards held by each officer will accelerate and vest in accordance with the terms of the awards, even if the awards have a higher threshold for a “change of control”. (Our equity awards generally define a “change of control” as an acquisition of 50% or more of the outstanding shares of our common stock.) The terms of our outstanding equity awards vary as to the portion of the unvested award that will accelerate and vest upon a change of control, as indicated below:

 

Non-Qualified Stock Options granted 10/12/09		100% vest upon a change of control on or after November 1, 2011
Three-year performance awards granted 10/12/09, 10/18/10 or 11/1/10 and 11/7/11		If the change of control occurs within 18 months of the date of grant, 50% of the equivalents vest. If the change of control occurs after 18 months of the date of grant, awards will vest at the greater of (i) 50% of the equivalents or (ii) the percentage of total equivalents which would have vested had the performance period ended as of the last fiscal quarter prior to the change of control and the performance been calculated on that period.
Three-year time based awards granted 10/12/09, 10/18/10 or 11/1/10 and 11/7/11		100% vest upon change of control

If the officer is terminated within 36 months of the change of control, the severance compensation payable under the agreements consists of:

•

a lump sum payment in an amount equal to three times the officer’s annual base salary and target bonus (defined as the most recent five-year actual bonus percentages multiplied by the greater of base salary at either termination or change of control);

 

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•

a pro rata portion of the officer’s target annual bonus for the year of termination;

•

the difference between the officer’s actual benefits under our retirement plans at the time of termination and what the officer would have received if he or she had remained employed for an additional period of three years; and

•

the continuation of other executive health, dental and welfare benefits for a period of three years following the officer’s termination.

No severance payments under the agreements would be made in the event that an officer’s termination is voluntary (other than for good reason), is due to death, disability or normal retirement, or is for cause. For a period of three years following termination of employment, the officers are each bound by a covenant not to compete, a non-solicitation covenant, and a covenant of confidentiality.

Other than for Mr. Hoskins, in the event that it is determined that a “golden parachute” excise tax is due under the IRC, we will, if total benefits payable to the officer are within 10% of the threshold for benefits at which the excise tax is triggered, reduce benefits to the point at which the tax will no longer be due, or, if total benefits are in excess of 10% of the threshold, reimburse the officer for the amount of such tax, including any excise or income taxes associated with such reimbursement. For Mr. Hoskins, in the event that it is determined that a “golden parachute” excise tax is due under the IRC, we will reduce the aggregate amount of the payments payable to an amount such that no such excise tax will be paid if the resulting amount would be greater than the after-tax amount if the payments were not so reduced.

Payments of cash would be made in a lump sum no sooner than six months following termination of employment, and benefits would be provided for a three-year period following termination, or if such continuation of benefits would not be possible under our benefit programs, the value of such benefits would also be paid in lump sum no sooner than six months following termination.

Estimated Payments and Benefits

Based on the assumptions set out above, the following chart sets forth estimated payments to our named executive officers upon termination following a change of control. If a change of control occurs but their employment is not terminated, the agreements provide a more limited value, as shown in the second chart below. The value of accelerated restricted stock equivalents, performance awards and 25% Company match reflects a stock price of $74.61 (the closing price of our common stock on September 30, 2012). Stock market declines and vesting and forfeitures of unvested restricted stock equivalents since September 30, 2012 are not reflected in these valuations.

 

		Accelerated or Additional Benefits—Termination following Change of Control
		Cash Severance				Retirement Benefits				25% Company Match				Non-Qualified Stock Options, Restricted Stock Equivs., Three-Year Performance Awards				Benefits				Excise Tax Gross-Up/ Reduction				Total
W. M. Klein		$	7,145,703			$	3,131,897			$	0			$	12,487,524			$	112,411			$	7,051,132			$	29,928,667
D. J. Sescleifer		$	2,930,551			$	270,816			$	253,635			$	3,196,366			$	112,411			$	2,080,926			$	8,844,705
D. P. Hatfield		$	3,065,951			$	446,401			$	122,310			$	3,241,266			$	112,411			$	2,287,629			$	9,275,968
A. R. Hoskins		$	2,165,948			$	377,547			$	185,548			$	1,829,698			$	94,567			$	(424,376	)		$	4,228,932
P. J. Conrad		$	1,884,064			$	243,584			$	146,535			$	2,038,374			$	112,411			$	1,450,040			$	5,875,008

For purposes of the calculation of the excise tax gross-up in these charts, the ascribed value of accelerated vesting is based on three assumptions:

 

•

Lapse-of-further-service portion is equal to the gain at the change of control date multiplied by 1% for each full month vesting is accelerated;

 

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•

Early receipt portion is equal to the difference between the gain at normal vesting and the present value of the gain at the time vesting is accelerated (present value based on 120% of the IRS Applicable Federal Rates, compounded semi-annually: 0.28% for short-term and 1.12% for mid-term, using September, 2012 rates; and

 

•

Performance restricted stock equivalents, under which vesting is contingent upon achievement of certain performance goals and continued employment, have been valued assuming a 100% parachute value for the portions of awards that will vest.

 

		Accelerated Awards Upon a Change of Control (No Termination of Employment)
		Non-Qualified Stock Options, Restricted Stock Equivalents, Three-Year Performance Awards				Excise Tax Gross-Up		Total
W. M. Klein		$	12,487,524			$0		$	12,487,524
D. J. Sescleifer		$	3,196,366			$0		$	3,196,366
D. P. Hatfield		$	3,241,266			$0		$	3,241,266
A. R. Hoskins		$	1,829,698			$0		$	1,829,698
P. J. Conrad		$	2,038,374			$0		$	2,038,374

ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, we are asking our shareholders to provide non-binding advisory approval of the compensation of our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC. We encourage shareholders to review the Compensation Discussion and Analysis for details regarding our executive compensation programs. Our 2012 shareholder advisory vote on executive compensation was approved by a significant majority of shareholders, with 87.5% of the votes cast in favor of the advisory resolution at our 2012 annual meeting.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices that we use. We believe that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our shareholders’ interests. Our compensation programs are designed to enable and reinforce our company’s overall business strategy by aligning pay with achievement of short and long term financial and strategic objectives, while providing a competitive level of compensation which is needed to recruit, retain and motivate talented executives critical to our success. In particular:

•

The Nominating and Executive Compensation Committee determined it was appropriate to target an increase over fiscal year 2010 GAAP diluted earnings per share of $5.72 for the fiscal 2012 bonus plan and 3-year equity awards, resulting in more challenging performance goals than if a similar increase over the lower fiscal year 2011 GAAP results. Had the GAAP EPS from fiscal 2011 been used as the base, for example, the fiscal 2012 annual bonus plan target would represent a 64% increase over our fiscal year 2011 diluted earnings per share.

•

In November 2011, we adopted a policy eliminating tax gross-up payments and adopting the best-of-net approach for future change in control employment agreements.

•

Effective following the end of our 2012 fiscal year, we eliminated the company match for deferrals of salary and bonus by executives as well as the opportunity for executives to defer salary and bonus under the deferred compensation plan.

•

Effective as of December 31, 2012, we terminated the company’s executive health plan. As such, current and former executives will no longer have the opportunity to participate in this plan.

•

For the 2013 fiscal year, the committee approved multiple metrics in the long-term performance incentive program, including:

¡

adjusted return on invested capital, to support the Company’s focus on cash flow, including improved working capital performance, and emphasize the importance of capital allocation decisions; and

 

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¡

cumulative adjusted EBITDA, to reward growth in core operating earnings;

¡

once the initial award amount is determined, the performance equivalent awards will then be subject to adjustment based on a third new metric, the Company’s relative total shareholder return during the three year performance period based on a relevant group of industrial and consumer goods companies.

•

The committee also approved multiple metrics in the fiscal 2013 short-term performance incentive program:

¡

company-wide cost savings associated with restructurings, which will constitute 20% of the weighting, to focus on delivering the cost savings to investors announced by the Company and will be deferred pending achievement of the cost savings;

¡

adjusted earnings per share, which will constitute 30% of the weighting, to encourage the executives to deliver on bottom-line results;

¡

company-wide pre-tax operating profit, which will constitute 30% of the weighting, to reward operating performance; and

¡

net working capital as a percentage of sales, which will constitute 20% of the weighting, to encourage improved management of working capital.

•

Our compensation committee also determined to eliminate the individual performance component of our named executive officers’ annual cash bonus for the 2013 fiscal year, so that compensation will be entirely based on the achievement of the objective, company-wide performance goals.

The Board believes the Company’s overall compensation process effectively implements its compensation philosophy and achieves its goals. Accordingly, the Board recommends a vote FOR the adoption of the following advisory resolution, which will be presented at the Annual Meeting:

RESOLVED, that the shareholders of Energizer approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the accompanying footnotes and narratives.

The Board of Directors recommends a vote FOR the approval of the executive compensation of our named executive officers as described in this proxy statement under “Executive Compensation”.

STOCK OWNERSHIP INFORMATION

Five Percent Owners of Common Stock. To the Company’s knowledge, no person (including any group) was the beneficial owner of more than 5% of the Company’s common stock, as determined in accordance with the applicable SEC rules, on November 1, 2012.

 

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Ownership of Directors and Executive Officers. The table below contains information regarding beneficial common stock ownership of directors and executive officers as of November 1, 2012. It does not reflect any changes in ownership that may have occurred after that date. In general, “beneficial ownership” includes those shares a director or executive officer has the power to vote or transfer, as well as shares owned by immediate family members that reside with the director or officer. Unless otherwise indicated, directors and executive officers named in the table below have sole voting and investment power with respect to the shares set forth in the table and none of the stock included in the table is pledged. The table also indicates shares that may be obtained within 60 days upon the exercise of options, or upon the conversion of vested stock equivalents into shares of common stock.

 

Directors And Executive Officers		Shares Beneficially Owned				Shares held in Savings Investment Plan (A)				Options Exercisable Within 60 Days				% of Shares Outstanding (B) (*denotes less than 1%)
Bill G. Armstrong			5,500				0				4,500			*
Daniel J. Heinrich			0				0				0			*
R. David Hoover			17,000(D)				0				0			*
John C. Hunter			0				0				10,000			*
John E. Klein			14,399(D)				0				0			*
W. Patrick McGinnis			17,696				0				0			*
J. Patrick Mulcahy			646,431(C)				0				0			1.04%
Pamela M. Nicholson			29,873(D)				0				0			*
John R. Roberts			20,000(D)				0				0			*
Ward M. Klein			181,806(D)				5,222				183,000			*
David P. Hatfield			38,906(D)				222				45,000			*
Alan R. Hoskins			6,154				0				12,500			*
Daniel J. Sescleifer			44,973(D)				0				30,000			*
Peter J. Conrad			5,774(D)				0				15,000			*
Joseph W. McClanathan			74,347(D)				0				70,000			*
All Executive Officers and Directors as a Group (17 persons)			1,106,885(D)				5,444				377,500			2.39%

 

 

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ADDITIONAL INFORMATION

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

 

OTHER BUSINESS

The board knows of no business which will be presented at the 2013 Annual Meeting other than that described above. Our bylaws provide that shareholders may nominate candidates for directors or present a proposal or bring other business before an annual meeting only if they give timely written notice of the nomination or the matter to be brought not less than 90 nor more than 120 days prior to the first anniversary of the prior year’s meeting, as described under “Shareholder Proposals for 2014 Annual Meeting”.

 

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DELIVERY OF DOCUMENTS

Householding of Annual Meeting Materials. The SEC has approved a rule permitting the delivery of a single set of Annual Reports and Proxy Statements to any household at which two or more shareholders reside, if the shareholders consent. Each shareholder will continue to receive a separate proxy card. This procedure, referred to as “householding”, reduces the volume of duplicate information you receive, as well as our expenses. In order to take advantage of this opportunity, we have delivered only one copy of this Proxy Statement and related Annual Report to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. If you prefer to receive separate copies of our Proxy Statement or Annual Report, either now or in the future, we will promptly deliver, upon your written or oral request, a separate copy of the Proxy Statement or Annual Report, as requested, to any shareholder at your address to which a single copy was delivered. Notice should be given to the Secretary, Energizer Holdings, Inc., 533 Maryville University Drive, St. Louis, Missouri 63141 (Tel. No. (314) 985-2000).

Electronic Delivery. For next year’s Annual Meeting of Shareholders, you can help us save significant printing and mailing expenses by consenting to access the Proxy Statement and Annual Report electronically over the Internet. If you choose to vote over the Internet, you can indicate your consent to electronic access to these documents by following the instructions at the Internet voting website noted on the enclosed proxy card. If you do not choose to vote over the Internet, or if you are not given the opportunity to consent to electronic access over the Internet, but would still like to consent, you may contact the Secretary, Energizer Holdings, Inc., 533 Maryville University Drive, St. Louis, Missouri 63141 (Tel. No. (314) 985-2000). If you choose to receive the Proxy Statement and Annual Report electronically, then prior to next year’s annual meeting you will receive e-mail notification when the Proxy Statement and Annual Report are available for on-line review over the Internet. Your choice for electronic distribution will remain in effect indefinitely, unless you revoke your choice by sending written notice of revocation to the address noted above. However, if the e-mail notification is returned as “undeliverable”, a hard copy of the proxy materials and annual report will be mailed to your last known address.

 

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SHAREHOLDER PROPOSALS FOR 2014 ANNUAL MEETING

Any proposals to be presented at the 2014 Annual Meeting of Shareholders, which is expected to be held on January 27, 2014, must be received by the Company, directed to the attention of the Secretary, no later than August 9, 2013 in order to be included in the Company’s Proxy Statement and form of proxy for that meeting. Upon receipt of any proposal, the Company will determine whether or not to include the proposal in the Proxy Statement and proxy in accordance with regulations governing the solicitation of proxies. The proposal must comply in all respects with the rules and regulations of the SEC and our bylaws.

In order for a shareholder to nominate a candidate for director under our bylaws, timely notice of the nomination must be received by us in advance of the meeting. Ordinarily, such notice must be received not less than 90, nor more than 120, days before the first anniversary of the prior year’s meeting. For the 2014 Annual Meeting, the notice would have to be received between September 30, 2013 and October 30, 2013. However, in the event that (i) no annual meeting is held in 2013 or (ii) the date of the 2014 Annual Meeting is more than 30 days before or more than 60 days after the first anniversary of the 2013 Annual Meeting, notice must be received not earlier than the 120th day prior to the date of the 2014 Annual Meeting and not later than the close of business on the later of the 90th day prior to the date of 2014 Annual Meeting or the seventh day following the day on which notice of the date of the meeting was mailed or on which public notice of the meeting was given. The notice of nomination must include, as to each person whom the shareholder proposes to nominate for election:

 

•

the nominee’s name, age, business and residential address;

•

the nominee’s principal occupation for the previous 5 years;

•

the nominee’s consent to being named as a nominee and to serving on the board;

•

the nominee’s “disclosable interests” as of the date of the notice (which information shall be supplemented by such person, if any, not later than 10 days after the record date of the Annual Meeting to disclose such ownership as of the record date), which includes:

 

¡

shares of common stock; options, warrants, convertible securities, stock appreciation rights, or similar rights with respect to our common stock; any proxy, contract, arrangement, understanding, or relationship conveying a right to vote common stock;

¡

any short interest with respect to common stock;

¡

any derivative instruments held by a partnership in which the nominee has a partnership interest; and

¡

rights to any performance-related fee based on any increase or decrease in the value of common stock or any related derivative instrument; and

 

•

a description of all monetary or other material agreements, arrangements or understandings between the nominating shareholder and the nominee during the prior three years.

In addition, the nominating shareholder must provide their name and address and disclosable interests (as such term is described above). The shareholder must be present at the Annual Meeting of Shareholders at which the nomination is to be considered, and must provide a completed questionnaire regarding the nominee’s background and qualification and compliance with our corporate governance, conflict of interest, and other pertinent policies and guidelines. To assist in the evaluation of shareholder-recommended candidates, the Nominating and Executive Compensation Committee may request that the shareholder provide certain additional information required to be disclosed in the Company’s proxy statement under Regulation 14A of the Exchange Act. The shareholder nominating the candidate must also include his or her name and address, and the number of shares of common stock beneficially owned.

In order for a shareholder to bring other business before a shareholder meeting, timely notice must be received by the Company prior to the time described in the preceding paragraph. Such notice must include a description of the proposed business and the reasons for the proposal, the name and address of the shareholder making the proposal, any financial or other interests of the shareholder in the proposal made, and the shareholder’s disclosable interests. These requirements are separate from the requirements a shareholder must meet to have a proposal included in the Company’s Proxy Statement.

 

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In each case, the notice must be given to the Secretary of the Company, whose address is 533 Maryville University Drive, St. Louis, Missouri 63141. A copy of our bylaws will be provided without charge upon written request to the Secretary.

Declassification of the Board

Energizer expects to include in the proxy for the 2014 Annual Meeting a management proposal regarding the declassification of the Board. If approved by the shareholders, this proposal would cause Directors elected after the Company’s 2014 Annual Meeting to be elected for one year terms. This determination represents another important step in Energizer’s commitment to corporate governance best practices.

 

December 7, 2012

 

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December 7, 2012

Dear Savings Investment Plan Participant:

Enclosed are a proxy statement, a proxy and an Annual Report for the Annual Meeting of Shareholders of Energizer Holdings, Inc. to be held on January 28, 2013. The enclosed proxy relates to shares of Energizer Common Stock of which you are the record holder and to shares of Energizer Common Stock credited to your account in the Energizer Holdings, Inc. Savings Investment Plan (the “Plan”).

The Trustee of the Plan will vote all shares of Energizer Common Stock held in the Plan as of November 26, 2012. Shares credited to your account as of November 19, 2012 will be voted in accordance with your instructions on the enclosed proxy card. Any credited shares for which no instructions are received by the Trustee, and any shares in the Plan that were credited between November 20, 2012 and November 26, 2012 will be voted by the Trustee in the same proportion as the shares for which instructions were received from all participants in that Plan.

Please complete, sign and date the enclosed proxy. It should be returned, in the postage-paid envelope provided, to Continental Stock Transfer & Trust Company, which acts as tabulator. Alternatively, you may vote by telephone or via Internet. However you decide to vote, in order to provide the tabulator sufficient time to tabulate the votes, it has been requested that all proxies be returned, or votes be cast, as promptly as possible, but no later than 7:00 p.m., Eastern Standard Time, on January 25, 2013.

You may also have received additional proxy statements and proxies relating to other shares of Energizer Common Stock held by you. These proxies are not duplicates of the one enclosed and we ask that they also be voted as described in the instructions enclosed with them.

WARD M. KLEIN

Chief Executive Officer

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Dear Shareholder:

Thank you for consenting to receive your shareholder materials via the Internet. This letter provides the information you will need to view the Energizer Holdings, Inc. Annual Meeting materials online, vote your shares online and print a copy of the materials.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2013 Annual Meeting of Shareholders of Energizer Holdings, Inc. will be held at Energizer World Headquarters, 533 Maryville University Drive, St. Louis, Missouri on January 28, 2013 at 3:00 p.m., local time, for the following purposes:

 

•

To elect four directors to serve three-year terms ending at the Annual Meeting held in 2016, or until their respective successors are elected and qualified;

 

•

To ratify the appointment of PricewaterhouseCoopers LLP as independent auditor; and

 

•

To render a non-binding advisory vote on executive compensation.

Shareholders of record at the close of business on November 26, 2012, are entitled to notice of and to vote at the Annual Meeting.

Holders of a majority of the outstanding shares entitled to vote at the meeting must be present in person or by proxy in order for the meeting to be held. Therefore, whether or not you expect to attend the meeting in person, you are urged to vote your proxy either electronically via the Internet or by telephone at 1-866-894-0537. If you attend the meeting and wish to vote your shares personally, you may do so by revoking your proxy at any time prior to the voting thereof. In addition, you may revoke your proxy at any time before it is voted by written notice of revocation to the Secretary of the Company or by submitting a later-dated proxy.

VIEW ANNUAL MEETING MATERIALS

To view the 2012 Annual Report and Proxy Statement, please go to the website www.energizerholdings.com and click on Investors. You will then see two direct links—one for the 2012 Proxy Statement and one for the 2012 Annual Report.

VOTE YOUR PROXY

To vote your proxy over the Internet, please go to the website www.energizerholdings.com and click on ENR Shareholder Proxy Voting.

To access and vote your proxy card via the Internet or by phone, you will need to enter the following information exactly as it appears:

Company Number: $CompanyNumber

Proxy Number: $ProxyNumb

Account Number: $AccountNbr

Thank you again for participating in the Energizer Holdings, Inc. electronic distribution program.

You may request a paper copy of these materials or revoke your consent to receive shareholder materials electronically by contacting the Secretary of the Company.