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 (Date of Earliest Event Reported): November 19, 2024
_____________________________________________________________________________________
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
| Missouri | | 1-36837 | | 36-4802442 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
8235 Forsyth Boulevard, Suite 100
St. Louis, Missouri 63105
(Address of principal executive offices)
Registrant’s telephone number, including area code: (314) 985-2000
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | ENR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 19, 2024, Energizer Holdings, Inc. (the “Company”) issued a press release and made available on its website an earnings presentation announcing business results for the fourth fiscal quarter and full fiscal year ended September 30, 2024 and the fiscal year 2025 outlook. The press release and earnings presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.
Item 8.01. Other Events.
Stock Repurchase Program
On November 18, 2024, the Company’s Board of Directors approved terminating the previously authorized share repurchase program and replacing it with a new authorization for the Company to acquire up to 7.5 million shares of its Common Stock. Stock repurchases may be made periodically in open-market transactions, including in discretionary transactions and under plans complying with the provisions of Rule 10b5-1 of the Exchange Act, privately negotiated transactions or otherwise and are subject to market conditions, applicable securities laws and other factors. Such repurchases will be at times and in amounts that management deems appropriate. The Board of Directors’ authorization does not have an expiration date, does not obligate the Company to acquire any particular amount of Common Stock, and may be modified, suspended or terminated at any time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| | Press Release, dated November 19, 2024 |
| | |
| | Earnings Presentation, dated November 19, 2024 |
| | |
| 101 | | | Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language). |
| | |
| 104 | | | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
ENERGIZER HOLDINGS, INC.
By: /s/ John J. Drabik
John J. Drabik
Executive Vice President and Chief Financial Officer
Dated: November 19, 2024
