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 17, 2005
ENERGIZER
HOLDINGS, INC.
(Exact
name of
Registrant as specified in its charter)
|
MISSOURI
|
1-15401
|
No.
43-1863181
|
|
(State
or
Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
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:
|
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
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17
CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17
CFR 240.13e-4(c))
|
ITEM
1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
October 17,
2005, the Nominating and Executive Compensation Committee (the “Committee”) of
the Board of Directors of the Company, by written consent, granted a Performance
Restricted Stock Equivalent Award Agreement to Mr. Ward Klein. The material
terms of the Performance Restricted Stock Equivalent Award Agreement are as
follows:
1. Award As
of the date of the award, recipient will be credited with restricted Common
Stock equivalents in the Company’s Deferred Compensation Plan, the value of
which, upon the individual’s retirement or other termination of employment, will
be paid out in cash in accordance with the terms of that Plan.
2. Vesting;
Payment Twenty-five percent of the total restricted stock
equivalents granted to the 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 2008 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, 2008 equals or exceeds
10%, and the remaining fifty percent will vest in its entirety on the
Anniversary 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
|
%
Vesting
|
|
11%
|
20%
|
|
12%
|
40%
|
|
13%
|
60%
|
|
14%
|
80%
|
|
15%
|
100%
|
3. Acceleration All
unvested restricted stock equivalents granted to the recipient will
immediately vest upon his:
|
a.
|
Death;
|
|
b.
|
Declaration
of total and permanent disability;
|
|
c.
|
Involuntary
termination of employment, other than for
cause;
|
|
d.
|
Change
of
control of Energizer Holdings, Inc.
|
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; |
|
b.
|
the
recipient’s voluntary
termination;
|
|
c.
|
a
determination by the Committee that the recipient engaged in competition
with the Company; or
|
|
d.
|
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.
|
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 17,
2005
EXHIBIT
INDEX
Exhibit
No.
10.1 Form
of
Performance Restricted Stock Equivalent Award Agreement.