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:
November 3, 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 5.03.
AMENDMENTS TO BYLAWS
On
November 3, 2008, the Board of Directors of the Company met and approved
amendments to our Bylaws. A summary of the amendments follows:
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Section
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Topic
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Summary of
Amendments
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Art.I,
3(a)
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Notices of
Annual and Special Meetings
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The revised
language expands upon the current provisions to provide more detail
regarding notices to shareholders of annual or special meetings. It also
clarifies that no notice need be given to any shareholder who has
already waived it with respect to any adjourned meeting. Finally this
amendment clarifies the authority of the Board with respect to the
scheduling of the annual meeting by expressly allowing the Board to
postpone a previously scheduled annual meeting with public
notice.
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Art.I,
3(b)
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Forms of
notice
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The amendment
clarifies the various methods by which shareholders may be provided
notice, with a broad definition of “electronic
transmission”
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Art. I,
3(c)
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When is
Notice Deemed Sent
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The amendment
clarifies when notice will be deemed to be provided to a shareholder under
the various methods of delivery.
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Art.I,
4(a)
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Voting
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The amendment
clarifies that all holders of common stock have the right to
vote.
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Art.I,
5(a)
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Conduct of
Shareholder Meetings
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The amendment
confirms the authority of the Board and chairman of the meeting with
respect to the conduct of shareholder meetings by expressly allowing the
Board and chairman to prescribe rules, regulations and procedures for the
proper conduct of meetings, and clarifies that meetings need not follow
parliamentary procedure.
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Art. I,
5(b)
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Conduct of
Shareholder Meetings
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The amendment
requires a shareholder making a shareholder proposal to attend the
shareholder meeting and present such proposal in
person.
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Art. I,
6(a)
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Business at
the Annual Meeting – Advance Notice of Shareholder
Proposals
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The amendment
provides that only such business shall be conducted as shall have been
brought before the meeting pursuant to the Company’s notice of the meeting
at the direction of the Board, or by any shareholder who has complied with
the bylaw requirements.
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Art. I,
6(b)
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Business at
Special Meetings
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The amendment
clarifies that business transacted at all special meetings shall be
confined to the objects stated in the notice of the
meeting.
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Art. I,
6(c)
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Advance
Notice Requirement
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The amendment
clarifies that shareholder proposals must be in writing provided 90 to 120
days before the meeting, and must constitute a proper subject for
shareholder action. It also clarifies that in no event will any
adjournment or postponement extend the time period set forth in the
section.
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Art. I,
6(d)
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Proper
Business at Meetings
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The amendment
clarifies that no business may be conducted at annual meetings other than
in accordance with the procedures in Section 6, and gives the chairman of
the meeting the authority to determine whether proposed business is
properly brought before the meeting. It also clarifies that every
shareholder making a proposal must comply with the Exchange Act, and
provides that Section 6 shall not be deemed to affect any rights of
shareholders to request inclusion of proposals in the proxy statement. It
also clarifies that Section 6 governs what constitutes timely notice for
purposes of Rule 14a-4(c).
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Art. I,
6(e)
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Required
Shareholder Information
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The amendment
expands the disclosure requirements for shareholders making proposals with
respect to “Disclosable Interests” in the Company, defined as (a) any option,
warrant, convertible security, stock appreciation right, or similar right
with an exercise or conversion privilege or settlement payment at a price
related to, or the value of which is derived in whole or in part from, any
class of shares of the Company, which is directly or indirectly
beneficially owned; and any other direct or indirect opportunity to profit
or share in any profit derived from any increase or decrease in the value
of the shares of the Company; (b) any proxy, contract, arrangement,
understanding, or relationship conveying a right to vote any shares of the
Company; (c) any short interest in any security of the Company; (d) any
right to dividends on the shares of the Company owned beneficially that
are separated or separable from the underlying shares of the Company; (e)
any proportionate interest in shares of the Company or any derivative
instruments held, directly or indirectly, by a general or limited
partnership in which the shareholder and/or beneficial owner is a general
partner or, directly or indirectly, beneficially owns an interest in a
general partner; and (f) the right to any performance-related fee (other
than an asset-based fee) based on any increase or decrease in the value of
shares of the Company or any derivative instrument. It also
requires a representation that the shareholder is in fact a shareholder of
record, and requires disclosure with respect to every proposal
made.
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Art. II,
1(c)
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Nominations
of Directors – Advance Notice Requirements
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This
amendment clarifies that a shareholder must give advance notice of a
nomination 90-120 days before the date of the annual meeting or special
meeting. No postponement or adjournment changes those time
periods.
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Art. II,
1(d)
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Required
Information on Nominee.
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The amendment
expands the disclosure requirements for nominees, and requires disclosure
of Disclosable Interests, compensatory arrangements between the
shareholder and the individual they are nominating, and any other
information required under Regulation 14A under the Exchange
Act.
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Art. II,
1(e)
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Required
Information on Shareholder Making Nomination
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The amendment
requires information regarding the shareholder making a nomination to the
Board, including information regarding Disclosable Interests and any
information required under Regulation 14A under the Exchange Act, as well
as representations as to whether proxies will be solicited on behalf of
the nominee.
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Art. II,
1(f)
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Nomination
Requirement
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The amendment
requires a shareholder nominating a director to attend the shareholder
meeting and present such nomination in person
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Art. II,
1(h)
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Directors’
Questionnaire Requirement
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The amendment
requires a nominee to provide a completed questionnaire with respect to
the nominee’s background and qualifications, and an agreement not to
become a party to certain voting commitments or compensation arrangements.
A representation as to compliance with all corporate governance, conflict
of interest and other policies of the Company is
also required.
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Art. IV,
3
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Transfers of
Stock
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The
amendments expands upon the requirements associated with the transfer of
certificates and uncertificated shares.
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Art. V,
4(b)
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Notices;
Waivers
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The amendment
reflects the fact that there are other notice provisions in the Bylaws and
expand, upon the methods by which notice can be
waived.
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A
copy of the amended Bylaws approved by the Board is attached as Exhibit
3(ii).
ITEM
5.02. COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On
November 3, 2008, the Board of Directors of the Company met and approved the
grant of an Indemnification Agreement to the Company’s chief executive officer,
Ward M. Klein. The Agreement, which has been granted to all other directors of
the Company, reinforces indemnification rights provided to all directors under
the Company’s Articles of Incorporation and provides that the Company will
indemnify the director to the fullest extent permitted by Missouri law,
including any expenses (including attorneys’ fees), judgments, fines and
settlement payments incurred in connection with actions, lawsuits or other
proceedings brought against the director as a result of his service as a
director or officer for the Company. Indemnification, however, will not be paid
in the event the director is fully reimbursed by insurance coverage maintained
by the Company, it is finally judicially determined that remuneration paid to
the director was in violation of law, or that indemnification is unlawful, the
action relates to short-swing profits under Section 16 of the Securities
Exchange Act of 1934, as amended, or the director’s conduct is finally
judicially determined to have been knowingly fraudulent, deliberately dishonest
or willful misconduct. The right to indemnification continues for as long as the
director could be subjected to any potential claim regarding his services to the
Company. The Agreement also provides that the Company may assume the defense of
the director, at its expense, or, if there is a potential conflict between the
interests of the Company and the director, the Company shall advance the
expenses of the defense to the director and the director shall retain his own
counsel. The director will reimburse the Company for any expenses advanced or
paid in his defense if it is ultimately judicially determined that the director
was not entitled to indemnification.
The
form of the Indemnification Agreement granted to Mr. Klein is attached as
Exhibit 10.
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: November 4,
2008
EXHIBIT
INDEX
Exhibit
No.