Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on November 12, 2020, Energizer Holdings, Inc. (the
"Company") announced the appointment of Mark S. LaVigne to the role of Chief
Executive Officer, which appointment was approved by the Company's Board of
Directors (the "Board"), and the resignation of current Chief Executive Officer
Alan R. Hoskins from that role. Such appointment and resignation each will
become effective on January 1, 2021. Mr. Hoskins has agreed to remain with the
Company in the capacity of Special Advisor to support the leadership transition
by providing advice, guidance and assistance during the transition period. This
Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 12, 2020 to disclose (i) a
new compensation arrangement approved by the Human Capital Committee of the
Board for Mr. LaVigne and (ii) a new compensation arrangement and a Retirement
Transition Agreement, dated November 20, 2020 (the "Retirement Agreement")
between Energizer Brands, LLC and Mr. Hoskins, approved by the Human Capital
Committee of the Board in connection with Mr. Hoskins' retirement. Such
compensation arrangements were not available at the time of the original filing.
The Company is filing this Amendment on Form 8-K/A pursuant to Instruction 2 to
Item 5.02 of Form 8-K to report information that had not been determined at the
time of the original filing.
On November 16, 2020, the Human Capital Committee of the Board approved a new
compensation arrangement for Mr. LaVigne in connection with his appointment as
Chief Executive Officer of the Company. Effective December 1, 2020, Mr. LaVigne
will receive a base salary at an annualized rate of $925,000 per year and be
eligible for a target bonus opportunity of 100% of base salary, based on the
Company's financial results for the 2021 fiscal year, and a long-term incentive
award valued at approximately $3,850,000.
In addition, on November 20, 2020, the Human Capital Committee of the Board
approved the Retirement Agreement, as well as a grant to Mr. Hoskins of
restricted stock units ("RSUs") having a grant-date value of $350,000.
Consistent with the Company's customary compensation practices, such grant will
consist of 70% performance-linked RSUs and 30% time-based RSUs. The Retirement
Agreement is subject to standard revocation time periods and sets forth certain
respective rights and obligations of the Company and Mr. Hoskins during the
period beginning on January 1, 2021 through September 30, 2021 (or a date
determined in accordance with the terms of the Retirement Agreement) (the
"Transition Period"). In addition, the Retirement Agreement provides for certain
modified compensation and benefits in lieu of those that would have otherwise
been payable under the Company's executive severance plan. Pursuant to the terms
of the Retirement Agreement, Mr. Hoskins will remain employed by the Company
during the Transition Period and continue to receive his base salary. All of Mr.
Hoskins' unvested time-based RSUs will remain outstanding during the Transition
Period and following his retirement and will vest according to their original
vesting dates. Likewise, all of Mr. Hoskins' unvested performance-linked RSUs
will remain outstanding during the Transition Period and following his
retirement and will vest according to the Company's financial results for
applicable periods and subject to certain additional conditions. Under their
original terms, such time-based and performance-linked RSUs would have vested on
a pro rata basis; however, pursuant to the Retirement Agreement, such time-based
and performance-linked RSUs will vest in full (subject, in the case of the
performance-linked RSUs, to the Company's financial results for the applicable
period). In addition, Mr. Hoskins will be eligible to receive the annual bonus
attributable to fiscal year 2020 according to the terms of the Executive Officer
Bonus Plan. Mr. Hoskins will not participate in the Executive Officer Bonus Plan
during fiscal year 2021; however, he will be eligible to receive a transitional
cash bonus equal to 115% of his base salary for fiscal year 2020, which is
equivalent to the annual bonus that would have been payable under the terms of
the Executive Officer Bonus Plan had Mr. Hoskins been a participant for fiscal
year 2021. If the Company terminates Mr. Hoskins' services without cause prior
to September 30, 2021, he will remain entitled to the same bonus payment and
vesting of the time-based and performance-linked RSUs as he would have received
if he had continued to serve as Special Advisor until his scheduled retirement
date of September 30, 2021. The Retirement Agreement contains customary
confidentiality, cooperation and non-disparagement provisions, which are
perpetual, and non-competition and non-solicitation provisions, which expire on
September 30, 2024 (or the date falling three years after the end of the
Transition Period, whichever is sooner), as well as a mutual release of claims
between the Company and Mr. Hoskins.
The foregoing description is qualified in its entirety by the Retirement
Agreement, which is attached hereto as Exhibit 10.1.
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