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: December 31, 2008
ENERGIZER
HOLDINGS, INC.
(Exact
name of Registrant as specified in its charter)
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MISSOURI
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1-15401
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No.
43-1863181
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(State
or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
Number)
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533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS,
MO 63141
(Address
of Principal Executive
Offices) (Zip
Code)
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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
5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(1) On
December 31, 2008, the Nominating and Executive Compensation Committee (the
“Committee”) of the Board of Directors of the Company approved by written
consent certain amendments of the Change of Control Employment Agreements which
the Company has entered into with key executives, including the Company’s
Executive Officers, in order to comply with the provisions of Section 409A of
the Internal Revenue Code. The material amendments of the Agreements are as
follows, and the form of the amended Change of Control Employment Agreement is
attached to this filing as Exhibit 10.1.
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(a)
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the
Agreements have been amended to provide that the definition of “change of
control” set forth in Section 409A will apply in the event that (i) an
executive is terminated prior to a change of control at the direction and
behest of the acquiring company or otherwise in connection with the change
of control, or (ii) a successor to the Company (whether by reason of
merger, acquisition, or other event) refuses to explicitly assume the
obligations under the Agreements to pay severance benefits upon
termination of the executives. The definition of “change of control” set
forth in the Agreements prior to this amendment will continue to apply to
all other distribution events.
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(b)
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Section
IV(e)(i) is amended to clarify that an executive is required to be taxed
on the full cost of continuing health coverage for the protected period
(measured by COBRA premium) less the cost he or she has to pay for such
coverage.
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(c)
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Section
IV(e)(ii) is amended to delete references to tax gross-ups in relation to
receipt of insured benefits.
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(d)
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The
Agreements are amended to provide for distribution of benefits only upon
Section 409A permissible payment
events.
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(e)
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Section
III(c) is amended to provide, in compliance with Section 409A, that an
executive must take reasonable good faith efforts to enforce his or her
rights within 180 days following the date payment should have been made
under the Agreement.
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(f)
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A new Section
XIII has been added as a "belt and suspenders" provision to ensure that
all payments made upon Termination of Employment satisfy the six month
delay rule mandated by Section
409A.
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(2) Also
on December 31, 2008, the Energizer Plans Administrative Committee, an executive
employee committee delegated authority by the Board of Directors of the Company
to amend benefit plans and programs of the Company in order to maintain
compliance with the Internal Revenue Code, approved by written consent certain
amendments of the Company’s 2000 Incentive Stock Plan, and a universal amendment
of the terms of outstanding restricted stock equivalent awards granted to
employees of the Company since January 1, 2005, including the Executive
Officers, in order to maintain compliance with Section 409A of the Internal
Revenue Code. These awards have been granted under the terms of the 2000
Incentive Stock Plan and also under the terms of the Company’s Deferred
Compensation Plan. The form of the amended 2000 Incentive Stock Plan is attached
to this filing as Exhibit 10.2, and the form of the universal amendment of the
terms of outstanding restricted stock equivalent awards is attached to this
filing as Exhibit 10.3.
The amendments to
the 2000 Incentive Stock Plan were immaterial and intended solely to clarify
that to the extent Section 409A is applicable all provisions of the Plan must
satisfy the requirements of Section 409A and the regulations and guidance
thereunder. The universal amendment to the terms of outstanding restricted stock
equivalent awards, which was also immaterial, clarifies that the
awards have been operated in good faith compliance with Code Section 409A for
the period from January 1, 2005 through December 31, 2008 and that the terms of
the amended awards will govern on or after January 1, 2009. The
amendments clarify, consistent with Section 409A, that the definition of “change
of control” to be utilized under the awards is the definition set forth in
Section 409A, and also clarify the appropriate timing of the vesting and
conversion of the restricted stock equivalents into shares of Common Stock of
the Company and the payment of related cash payments in an amount equal to any
dividends which may be paid.
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: January 6,
2009
EXHIBIT
INDEX
Exhibit
No.
10.3 Form of Amendment to Certain Restricted Stock
Equivalents Issued Under Energizer Holdings, Inc.
2000 Incentive Stock Plan and Energizer Holdings, Inc. Deferred Compensation
Plan