Business Context and Reporting Period
This Form 8-K Current Report was filed by Energizer Holdings, Inc. on August 8, 2017, with the earliest event reported on August 10, 2017. The filing primarily addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and Item 7.01 regarding Regulation FD disclosure.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements and personnel changes.
Material Changes
The material change reported is the appointment of Timothy Gorman as Executive Vice President and Chief Financial Officer, effective immediately on August 10, 2017. Mr. Gorman had previously served as Interim Chief Financial Officer since June 8, 2017, and joined the company in September 2014.
Guidance, Outlook, and Compensation Details
The filing details the compensatory arrangements for Mr. Gorman:
- Base Salary: $520,000 annualized.
- Target Bonus: 75% of base salary, based on 2017 fiscal year financial results.
- Change of Control Agreement: A two-year term agreement providing severance in the event of termination without cause or within specified periods following a change in control. Severance includes a multiple of two times the annual base salary and target bonus, a pro rata annual bonus, and a lump-sum health and welfare payment.
- Executive Severance Plan: In the event of a "qualifying termination" (involuntary without cause or voluntary for good reason), benefits include a lump sum of two times annual base salary, a pro-rata bonus, and up to 12 months of outplacement services.
- Covenants: Post-termination obligations include a one-year non-compete, one-year non-solicitation, and confidentiality covenants.
No forward-looking financial guidance or risk factors regarding operations were disclosed in this specific filing.
Key Facts for Investor Verification
- Timothy Gorman has transitioned from Interim CFO to permanent Executive Vice President and CFO.
- Mr. Gorman's total potential compensation includes a $520,000 base salary and a target bonus of $390,000 (75% of base).
- Severance provisions under the Change of Control Agreement and the Executive Severance Plan provide significant financial protection (up to 2x base salary plus bonus) in specific termination scenarios.
- The filing references an Offer Letter (Exhibit 10.1) and a Press Release (Exhibit 99.1) for full details on the appointment.