Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
As described in Item 5.07 below, on January 27, 2020, Energizer Holdings, Inc.
(the "Company") held its annual meeting of shareholder (the "Annual Meeting").
At the Annual Meeting, the Company's shareholders approved the Energizer
Holdings, Inc. Omnibus Incentive Plan (the "Omnibus Plan"). The Omnibus Plan,
was adopted by the Board of Directors on November 11, 2019, subject to and
effective upon the approval of our shareholders. The Omnibus Plan replaces and
supersedes the 2015 Energizer Holdings, Inc. Equity Incentive Plan ("2015
Plan").
Upon approval of the Omnibus Plan, no new awards will be granted under the 2015
Plan, though the terms of the 2015 Plan will continue to govern all awards
granted under that plan. Shares of stock that were available for grant under the
2015 Plan's share reserve as of November 29, 2019 will be added to the Ominbus
Plan's share reserve and may be subject to new awards under the Omnibus Plan.
Under the Onmibus Plan, awards for a total of 6,800,808 shares may be granted in
the aggregate, representing 300,808 shares of our common stock available for
grant under the 2015 Plan as of November 29, 2019 plus 6,500,000 new shares of
our common stock. Shares of our stock that are subject to outstanding awards
under the 2015 Plan that expire, are forfeited or otherwise terminate
unexercised may be subject to new awards under the Omnibus Plan.
The Omnibus Plan allows us to grant a variety of types of awards, including:
options, stock appreciation rights ("SARs"), restricted stock and restricted
stock units (time-based or performance-based), other stock awards and cash-based
awards. The Omnibus Plan provides for administration by our Human Capital
Committee, though our Board exercises discretion with respect to awards granted
to directors. Except for director awards, the Omnibus Plan has a minimum vesting
period of not less than one year, though the Human Capital Committee may grant
awards of up to 5% of the shares authorized under the Omnibus Plan with a
shorter vesting or exercise period. Awards vest upon a change of control and
involuntary termination (double-trigger) or if a buyer of our business does not
assume outstanding awards. The Omnibus Plan places caps on annual amounts
granted with respect to options, SARs, performance-based and time-based awards,
cash bonus awards and non-employee director grants. The Omnibus Plan restricts
the recycling of shares under options and SARs. Dividends or dividend
equivalents are not payable with respect to options and SARs, and dividends or
dividend equivalents may not be paid on unearned shares of restricted stock or
restricted stock equivalent awards. Awards other than options and SARs are
counted against the share reserve in a 2-to-1 ratio. The Omnibus Plan prohibits
the repricing of any options, SARs or other stock-based award absent shareholder
approval.

The principal terms of the Omnibus Plan are described further in the Company's
Proxy Statement for the Annual Meeting filed with the Securities and Exchange
Commission on December 17, 2019 under the caption "Proposal 4 - Approval of
Omnibus Incentive Plan" which description is incorporated herein by reference.
The summary of the Omnibus Plan contained herein and in the Proxy Statement is
qualified by reference to the full text of the Omnibus Plan, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07  Submission of Matters to a Vote of Security Holders
At the Annual Meeting, of the 69,241,715 shares outstanding and entitled to
vote, 60,189,998 shares were represented, constituting a quorum. The final
results for each of the matters submitted to a vote of shareholders at the
Annual Meeting are as follows:
Proposal 1:   Management's nominees for director were elected to serve until the
Annual Shareholders' Meeting to be held in 2021 or until their respective
successors are elected and qualified by the votes of the shareholders set forth
in the table below:

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                                                     Broker
Nominee                   For      Against  Abstain Non-Votes
Carlos Abrams-Rivera   53,157,210  115,677  42,913  6,874,198
Bill G. Armstrong      53,076,792  191,649  47,359  6,874,198
Cynthia J. Brinkley    53,147,989  125,460  42,351  6,874,198
Rebecca Frankiewicz    53,191,597  81,306   42,897  6,874,198
Alan R. Hoskins        53,174,258  100,309  41,233  6,874,198
Kevin J. Hunt          53,074,731  195,916  45,153  6,874,198
James C. Johnson       52,525,472  740,223  50,105  6,874,198
John E. Klein          53,095,652  134,925  85,223  6,874,198
Patrick J. Moore       53,157,490  111,915  46,395  6,874,198
Nneka L. Rimmer        53,091,975  174,315  49,510  6,874,198
Robert V. Vitale       49,317,605 3,952,712 45,483  6,874,198

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2020 was ratified by the votes of the shareholders set forth in the table below:



   For     Against Abstain
59,862,686 272,458 54,854

Proposal 3: The Company's executive compensation, as described in the Company's 2019 Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:


                            Broker
   For     Against Abstain Non-Votes
52,666,965 534,241 114,594 6,874,198

Proposal 4: The Energizer Holdings, Inc. Omnibus Incentive Plan, was approved by the votes of the shareholders set forth in the table below:


                                Broker
   For      Against   Abstain  Non-Votes
48,317,541 2,489,695 2,508,564 6,874,198

Item 7.01 Regulation FD Disclosure. On January 27, 2020, the Company announced that its Board of Directors declared a quarterly dividend of $0.30 per share on its Common Stock, payable on March 18, 2020 to all shareholders of record as of the close of business on February 22, 2020 in addition to a quarterly dividend of $1.875 per share of 7.50% Series A mandatory convertible preferred stock, payable on April 15, 2020 to all shareholders of record as of the close of business on April 1, 2020. A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of the Exchange

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Act, nor shall such information or exhibit be deemed incorporated by reference into any filing by the Registrant with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, as amended, or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such a filing.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number         Description of Exhibit
10.1             Energizer Holdings, Inc. Omnibus Incentive Plan  .
99.1             Press Release, dated January 27, 2020, announcing quarterly
               dividend  .
               Pursuant to Rule 406 of Regulation S-T, the cover page information
101            is formatted in iXBRL (Inline eXtensible Business Reporting
               Language).
104            Cover Page Interactive Data File (formatted in iXBRL in Exhibit
               101).

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