Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2020, Edgewell Personal Care Company (the "Company") issued a press
release (the "Organizational Press Release") announcing updates to its
organizational structure and leadership team. The Organizational Press Release
outlines certain changes to management roles and responsibilities under the
leadership of Rod Little, who was appointed the Company's President and Chief
Executive Officer on March 1, 2019. A copy of the Organizational Press Release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Under the new organizational structure, the Company will eliminate the position
of Chief Operating Officer effective as of November 15, 2020, which position is
currently held by Colin Hutchison. As a result of this change, Mr. Hutchison has
decided to pursue other interests and he and the Company have entered into a
separation agreement and general release (the "Separation and Release
Agreement"), effective May 28, 2020, a copy of which is filed herewith as
Exhibit 10.1 The Company wishes to thank Mr. Hutchison for his dedication and
the numerous contributions he has made to the Company over the past 15 years.
Pursuant to the Separation and Release Agreement, Mr. Hutchison agreed to a
customary release and restrictive covenants. Mr. Hutchison's separation from the
Company will be effective November 15, 2020 (the "Separation Date"), after which
Mr. Hutchison will be entitled to the following benefits, subject to certain
conditions as set forth in the Separation and Release Agreement: (i) a lump sum
severance payment in an amount equal to the sum of (a) one and a half times Mr.
Hutchison's annual base salary as of the Separation Date, and (b) one and a half
times the Fiscal Year End 2020 Bonus actually paid to Mr. Hutchison pursuant to
the terms of the Company's Executive Bonus Plan, less applicable withholdings
and deductions required by law, as authorized by Mr. Hutchison and as required
by the Edgewell Personal Care Company Executive Severance Plan (the "Severance
Plan"); (ii) if Mr. Hutchison is a participant in the Edgewell Group Health Plan
on the Separation Date, the Company shall pay Mr. Hutchison an amount of one and
a half times the full monthly premium cost (employer plus employee) for the
level of coverage in effect as of the Separation Date multiplied by 18, less
applicable withholdings and deductions required by law, as authorized by Mr.
Hutchison and as required by the Severance Plan; (iii) a lump sum payment equal
to all accrued but unpaid time off available to Mr. Hutchison pursuant to
Company policy in effect as of the Separation Date; and (iv) any additional
separation benefit obligations arising under Mr. Hutchison's local U.K.
Employment Agreement, the U.K. Settlement Agreement, and/or local law.
In connection with Mr. Hutchison's relocation to the United Kingdom, Mr.
Hutchison and the Company's wholly-owned subsidiary, Wilkinson Sword Limited,
also entered into a settlement agreement, effective May 28, 2020 (the "U.K.
Settlement Agreement") and a U.K. employment agreement, as set forth on Schedule
3 of the U.K. Settlement Agreement (the "U.K. Employment Agreement", and,
together with the Separation and Release Agreement and the U.K. Settlement
Agreement, the "Agreements"), a copy of which is filed herewith as Exhibit 10.2.
The U.K. Employment Agreement will govern the terms of Mr. Hutchison's continued
employment as Chief Operating Officer from July 1, 2020 until the Separation
Date. There have no material changes to Mr. Hutchison's compensation except to
translate all figures to British pounds sterling. Pursuant to the U.K.
Settlement Agreement, Mr. Hutchison agreed to a settlement and waiver of any and
all claims that Mr. Hutchison has or may have in connection with his employment
or its termination under the U.K. Employment Agreement or otherwise against the
Company in consideration for the benefits which may accrue under the Separation
and Release Agreement.
The foregoing description of the Agreements does not purport to be complete and
is subject to and qualified in its entirety by reference to the Agreements,
copies of which are filed as Exhibits 10.1 and 10.2 respectively, hereto and
which are incorporated into this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure
On June 2, 2020, the Company issued the Organizational Press Release announcing
updates to its organizational structure and leadership team. A copy of the press
release is furnished hereto as Exhibit 99.1 and incorporated herein by
reference.
The information contained in this Item 7.01 and in Exhibit 99.1, is being
furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liabilities of that section. Such information shall not
be incorporated by reference into any filing of the Company, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing, unless expressly incorporated by specific reference to such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Description
Separation and General Release Agreement effective May 28, 2020 by and between
10.1 Colin Hutchison and Edgewell Personal Care Company.
Settlement Agreement effective May 28, 2020 by and between Colin Hutchison and
10.2 Wilkinson Sword Limited.
99.1 Press Release of Edgewell Personal Care Company issued on June 2, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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