Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders held by Energizer Holdings, Inc. on January 30, 2026. The filing details the voting results for director elections, auditor ratification, and executive compensation, as well as subsequent board committee appointments.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
The filing discloses the final results of three shareholder proposals. A quorum was established with 62,840,438 shares represented out of 68,570,616 outstanding.
- Proposal 1 (Director Elections): All management nominees were elected. Notably, nominee Robert V. Vitale received a significant number of "Against" votes (9,487,264) compared to other nominees, though he was still elected with 48,122,636 "For" votes.
- Proposal 2 (Auditor Ratification): Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2026.
- Proposal 3 (Executive Compensation): The non-binding advisory vote on executive compensation was approved by shareholders.
Outlook, Risks, and Corporate Actions
Following the Annual Meeting, the Board of Directors appointed Delaney Steele to the Audit Committee and the Nominating and Governance Committee, effective January 30, 2026. The filing does not provide management commentary on future outlook, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the specific reasons for the high "Against" vote count (approx. 16% of votes cast) for director nominee Robert V. Vitale.
- Confirm the composition of the Audit and Nominating and Governance Committees following the appointment of Delaney Steele.
- Review the full Proxy Statement referenced in the filing for detailed executive compensation data and director biographies.