UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to
Section 13 or 15(d) of
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report: October 9, 2006
ENERGIZER
HOLDINGS, INC.
|
MISSOURI
|
1-15401
|
No.
43-1863181
|
|
(State
or
Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
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533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS, MO 63141
(314)
985-2000
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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ITEM
1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
October 9, 2006,
the Nominating and Executive Compensation Committee (the “Committee”) of the
Board of Directors of the Company met and considered compensation issues
with
respect to the Company’s Executive Officers.
(A)
At its October 9,
2006 meeting, the Committee approved the material terms of the Company’s 2007
Annual and Long-Term Bonus Program, which is applicable to each of the Executive
Officers. Because the Program is pursuant to the Executive Officer Bonus
Plan
approved by shareholders in January of 2006, performance-based awards under
the
Program will be tax deductible under Section 162(m) of the Internal Revenue
Code. The material terms of that Program are as follows:
As
in previous years, the Program will be comprised of both annual and long-term
components. The annual component will still be comprised of two elements:
a
Company performance piece, based upon targeted earnings per share of the
Company
(“EPS”), and an individual performance piece. As in previous years, the Program
will also include a long-term component designed to drive consistent growth
over
a multiple year period.
The
annual
component will again offer a potential payout of from 50 to 165% of the
individual’s bonus target, which is a percentage of the individual’s base
salary. For the Executive Officers, that percentage ranges from 60% to 100%,
as
noted under (B)
below. The Company
performance piece of the Annual component will continue to comprise 70% of
the
individual’s bonus target, and the individual performance piece will comprise
30%. The Company performance piece will continue to be paid out only if
threshold targets (equal to FY 2006 EPS results) are met, with payment at
that
threshold of 50% of the 70% of the individual’s bonus target. Payment
percentages will ratchet up proportionately to 100% of the 70% if the budgeted
EPS target (which has been set at 11% over FY 2006 results) is achieved,
and to
150% of the 70% if the EPS stretch target (which has been set at 21% over
FY
2006 results) is achieved. The individual performance element will continue
to
offer a payout equal to 200% of the 30% of the individual’s bonus target for a
"1" rating, 125% of the 30% for a “2” rating, and 50% of the 30% for a "3"
rating, with no payouts for ratings below that level.
The
long-term
component will again be a contingent bonus opportunity which will be created
only if the budgeted EPS target for FY 2007 is met or exceeded. If the
budgeted
target is met, the opportunity will be equal to 50% of the individual’s bonus
target, increasing proportionately to 100% if the stretch target for FY
2007 is
met. The contingent opportunity so created will be reduced by half after
the end
of FY2008 if actual EPS results for that year are no greater than FY 2007
results, with payouts proportionately increasing to 100% of the contingent
opportunity if the budgeted target for EPS for FY 2008 (which will be
established by the Committee at the beginning of FY 2008) is met or exceeded.
If
FY 2008 EPS results are actually less than FY 2007 results, the contingent
opportunity will not vest and no payout will be made.
(B)
At its October 9,
2006 meeting, the Committee also established the annual salaries of the
Executive Officers for its 2007 fiscal year. The new annual salaries for
the
Executive Officers that were Named Executive Officers in the Company’s most
recently filed Proxy Statement in connection with its 2006 Annual Meeting
of
Shareholders, are as follows: Messrs. W. Klein, $750,000, bonus target 100%;
J.
McClanathan, $450,000, bonus target 80%; J. Lynch, $450,000, bonus target
80%;
D. Sescleifer, $400,000, bonus target 80%; and D. Hatfield, $310,000, bonus
target 60%. Annual salaries for the other Executive Officers were in a range
from $280,000 to $320,000, and the bonus targets were 60%.
(C)
At its October 9,
2006 meeting, the Committee granted a Performance Restricted Stock Equivalent
Award Agreement to each of the Executive Officers, as listed on the exhibit
to
this filing. The material terms of the Performance Restricted Stock Equivalent
Award Agreement are as follows:
1. Award As
of the date of
the award, recipients will be credited with restricted Common Stock equivalents
which, upon vesting, will convert into shares of Energizer Holdings, Inc.
Common
Stock which will be issued to the recipients, unless they elected in advance
to
defer receipt of the award until retirement or other termination of employment.
2. Vesting;
Payment Twenty-five
percent
of the total restricted stock equivalents granted to each recipient will
vest on
the third anniversary of the date of grant, twenty-five percent will vest
on the
date that the Company publicly releases its earnings for its 2009 fiscal
year
(the “Announcement Date”) only if the Company’s compound annual growth in
earnings per share (“CAGR”) for the 3 year period ending on September 30, 2009
equals or exceeds 10%, and the remaining fifty percent will vest in its entirety
on the Announcement Date only if the Company achieves CAGR at or above 15%,
with
smaller percentages of that remaining fifty percent vesting at each of the
milestones indicated:
|
CAGR
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%
Vesting
|
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11%
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20%
|
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12%
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40%
|
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13%
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60%
|
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14%
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80%
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15%
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100%
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3. Acceleration All
unvested
restricted stock equivalents granted to a recipient will immediately vest
upon
his or her:
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a.
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death;
|
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b.
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declaration
of total and permanent disability;
|
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c.
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involuntary
termination of employment, other than for
cause;
|
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d.
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change
of
control of Energizer Holdings, Inc.
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4. Forfeiture Any
portion of the
recipient’s restricted stock equivalents that are not vested will be forfeited
upon:
| a. | the recipient’s involuntary termination for cause; |
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b.
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the
recipient’s voluntary termination;
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c.
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a
determination by the Committee that the recipient engaged in competition
with the Company; or
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d.
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a
determination by the Committee that the recipient engaged in activity
or
conduct contrary to the best interests of the Company, as described
in the
Plan.
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The
form of the
Performance Restricted Stock Equivalent Award Agreement is attached to this
filing as Exhibit 10.1.
SIGNATURES:
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto
duly
authorized.
ENERGIZER
HOLDINGS,
INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
October 9,
2006