Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2020, the Board of Directors (the "Board") of Edgewell Personal
Care Company (the "Company") voted to increase the size of the Board effective
September 2, 2020 (the "Effective Date") from 11 to 12 members and elected Ms.
Swan Sit to serve as a director of the Company as of the Effective Date, with a
term expiring at the Company's 2021 Annual Meeting of Shareholders. Ms. Sit will
serve on the Audit Committee of the Board.
Swan Sit, age 43, is an independent consultant specializing in digital,
marketing and strategy. Most recently, Ms. Sit served as the Vice President of
North America Digital Commerce Capabilities, Business Operations and Service and
the Vice President of Global Digital Marketing of Nike, Inc. from 2018 to 2019.
Prior to joining Nike, Ms. Sit served as the Vice President of Global Digital of
Revlon, Inc. from 2015 to 2017. From 2010 to 2015, Ms. Sit served as the
Executive Director of Strategy and Planning, Online of The Estée Lauder
Companies, Inc. Ms. Sit has been a director of NovaBay Pharmaceuticals, Inc.
(NYSE American: NBY) since December 2019, and is a member of its Audit,
Compensation and Nominating and Corporate Governance committees. Ms. Sit holds a
Bachelor of Arts in Economics from Harvard University and a Masters in Business
Administration from Columbia University.
Ms. Sit will be compensated on the same basis as all other non-management
directors of the Company, as described under "Director Compensation" in the
Company's Proxy Statement for its 2020 Annual Meeting of Shareholders filed with
the Securities and Exchange Commission on December 19, 2019. Ms, Sit will
receive a pro rata share of the annual director compensation for the remainder
of the 2020 calendar year. Ms. Sit will enter into an indemnification agreement
with the Company, in the form previously entered into by the Company with its
current directors, a copy of which was listed as Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 2019.
There is no arrangement or understanding between Ms. Sit and any other person
pursuant to which she was appointed as a director of the Company. There has been
no transaction, or proposed transaction, since October 1, 2018, to which Ms. Sit
or any member of her immediate family had, or is to have, a direct or indirect
material interest or any other related transaction with the Company within the
meaning of Item 404(a) of Regulation S-K. There are no family relationships
between Ms. Sit and any of the Company's other directors, executive officers or
persons nominated or chosen by the Company to become directors or executive
officers.
Item 7.01. Regulation FD Disclosure.
On September 2, 2020 the Company issued a press release announcing the
appointment of Ms. Sit as a director of the Company. A copy of the press release
is filed hereto as Exhibit 99.1 and is incorporated herein by reference. The
information contained in the accompanying 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, as amended, or
otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
Press Release, issued on September 2, 2020, announcing the appointment of Ms.
99.1 Swan Sit as a director of the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses