UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant: /X/
Filed by a Party other than the Registrant: / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-110 or 240.14a-12
ENERGIZER HOLDINGS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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Statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[ENERGIZER LOGO]
ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS, MISSOURI 63141
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Energizer Holdings, Inc. to be held at 2:30 p.m. on Monday, January 27, 2003 at
Energizer World Headquarters, 533 Maryville University Drive, St. Louis,
Missouri 63141.
We hope you will attend in person. If you plan to do so, please bring the
enclosed Shareholder Admittance Ticket with you.
Whether you plan to attend the meeting or not, we encourage you to read this
Proxy Statement and vote your shares. You may sign, date and return the enclosed
proxy as soon as possible in the postage-paid envelope provided, or you may vote
by telephone or via Internet. However you decide to vote, we would appreciate
your voting as soon as possible.
We look forward to seeing you at the Annual Meeting!
[J. PATRICK MULCAHY SIG]
J. PATRICK MULCAHY
Chief Executive Officer
December 9, 2002
ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS, MISSOURI 63141
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Energizer Holdings, Inc. will be held
at 2:30 p.m. on Monday, January 27, 2003, at Energizer World Headquarters, 533
Maryville University Drive, St. Louis, Missouri 63141.
The purpose of the meeting is to:
1. elect four directors to serve three-year terms ending at the Annual
Meeting held in 2006, and one director to serve a one-year term ending at the
Annual Meeting held in 2004, or until their respective successors are elected
and qualified;
and to act upon such other matters as may properly come before the meeting.
You may vote if you are a shareholder of record on November 22, 2002. It is
important that your shares be represented and voted at the Meeting. Please vote
in one of these ways:
- USE THE TOLL-FREE TELEPHONE NUMBER shown on the proxy card;
- VISIT THE WEB SITE noted on your proxy card to vote via the Internet; OR
- MARK, SIGN, DATE AND PROMPTLY RETURN the enclosed proxy card in the
postage-paid envelope.
By Order of the Board of Directors,
[TIMOTHY L GROSCH SIG]
Timothy L. Grosch
Secretary
December 9, 2002
PROXY STATEMENT-VOTING PROCEDURES
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YOUR VOTE IS VERY IMPORTANT
The Board of Directors is soliciting proxies to be used at the 2003 Annual
Meeting. This proxy statement and the form of proxy will be mailed to
shareholders beginning December 9, 2002.
WHO CAN VOTE
Record holders of Energizer Holdings, Inc. Common Stock on November 22, 2002 may
vote at the meeting. On November 22, 2002, there were 88,532,668 shares of
Common Stock outstanding. The shares of Common Stock held in the Company's
treasury will not be voted.
HOW YOU CAN VOTE
There are three voting methods:
- Voting by Mail. If you choose to vote by mail, simply mark your proxy,
date and sign it, and return it in the postage-paid envelope provided.
- Voting by Telephone. You can vote your shares by telephone by calling the
toll-free telephone number on your proxy card.
- Voting by Internet. You can also vote via the Internet. The web site for
Internet voting is on your proxy card, and voting is available 24 hours a day.
If you vote by telephone or via the Internet you should not return your proxy
card.
HOW YOU MAY REVOKE OR CHANGE YOUR VOTE
You can revoke your proxy at any time before it is voted at the meeting by:
- sending written notice of revocation to the Secretary;
- submitting another proper proxy by telephone, Internet or paper ballot; or
- attending the Annual Meeting and voting in person. If your shares are held
in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor from the holder of record, to be able to vote at
the meeting.
GENERAL INFORMATION ON VOTING
You are entitled to cast one vote for each share of Common Stock you own on the
record date. Shareholders do not have the right to vote cumulatively in electing
directors. The election of each director nominee must be approved by a majority
of shares entitled to vote and represented at the Annual Meeting in person or by
proxy. Shares represented by a proxy marked "abstain" on any matter, or that
provide that a vote be withheld with respect to the election of any one or more
of the nominees for election as directors, will be considered present at the
Meeting for purposes of determining a quorum and for purposes of calculating the
vote, but will not be considered to have voted in favor of the proposal or
nominee. Therefore, any proxy marked "abstain" will have the effect of a vote
against the matter. Shares represented by a proxy as to which there is a "broker
non-vote" (for example, where a broker does not have discretionary authority to
vote the shares), will be considered present at the meeting for purposes of
determining a quorum, but will have no effect on the vote.
All shares that have been properly voted-whether by telephone, Internet or
mail-and not revoked, will be voted at the Annual Meeting in accordance with
your instructions. If you sign your proxy card but do not give voting
instructions, the shares represented by that proxy will be voted as recommended
by the Board of Directors.
If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the enclosed proxy card will have the
discretion to vote on those matters for you. At the date this proxy statement
went to press, no other matters had been raised for consideration at the Annual
Meeting.
VOTING BY PARTICIPANTS IN THE COMPANY'S OR
NESTLE PURINA PETCARE COMPANY SAVINGS
INVESTMENT PLAN
If you participate in the Company's Savings Investment Plan or in the Nestle
Purina PetCare Company Savings Investment Plan and had an account in the
Energizer Common Stock Fund on November 14, 2002, the proxy will also serve as
voting instructions to the trustee for both plans, Vanguard Fiduciary Trust
Company, an affiliate of The Vanguard Group of Investment Companies, for the
shares of Common Stock credited to your account on that date. If the trustee
does not receive directions with respect to any shares of Common Stock held in a
plan, it will vote those shares in the same proportion as it votes shares in
that plan for which directions were received.
COSTS OF SOLICITATION
The Company will pay for preparing, printing and mailing this proxy statement.
We have engaged Georgeson & Company, Inc. to help solicit proxies from
shareholders for a fee of $11,000 plus its expenses. Proxies may also be
solicited personally or by telephone by regular employees of the Company without
additional compensation, as well as by employees of Georgeson. The Company will
reimburse banks, brokers and other custodians, nominees and fiduciaries for
their costs of sending the proxy materials to our beneficial owners.
COMPLIANCE WITH SECTION 16(A) REPORTING
The rules of the Securities and Exchange Commission require that the Company
disclose late filings of reports of stock ownership and changes in stock
ownership by its directors and executive officers. Mr. F. Sheridan Garrison
inadvertently failed to file a Form 4 for the month of November, 2001 to
disclose an acquisition of Energizer Stock, but corrected it by a late Form 4
for that month, which was filed on January 4, 2002. As a result of a Company
clerical error, Mr. Daniel J. Sescleifer and Mr. Joseph W. McClanathan both
inadvertently failed to disclose an employee option grant on September 23, 2002,
but each corrected it by a late Form 4 filing on November 5, 2002. To the best
of the Company's knowledge, all of the filings for the Company's other executive
officers and directors were made on a timely basis in 2002.
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors currently consists of ten members and is divided into
three classes, with one class currently consisting of five members, one class
consisting of three members, and one class consisting of two members, with terms
of service expiring at successive Annual Meetings.
In order to equalize the classes, four directors will be elected at the 2003
Annual Meeting to serve for a three-year term expiring at our Annual Meeting in
the year 2006, and one director will be elected to serve for a one-year term
expiring at our Annual Meeting in the year 2004. The Board has nominated H. Fisk
Johnson, J. Patrick Mulcahy, Pamela M. Nicholson, William P. Stiritz and W.
Patrick McGinnis for election as directors at this Meeting, with Messrs.
Johnson, Mulcahy, Stiritz and Ms. Nicholson to serve until the 2006 Annual
Meting, and Mr. McGinnis to serve until the 2004 Annual Meeting. Each nominee is
currently serving as a director and has consented to serve for a new term. Each
nominee elected as a director will continue in office until his or her successor
has been elected and qualified. If any nominee is unable to serve as a director
at the time of the Annual Meeting, your proxy may be voted for the election of
another person the Board may nominate in his or her place, unless you indicate
otherwise.
VOTE REQUIRED. The affirmative vote of a majority of the outstanding shares of
Common Stock entitled to vote and represented in person or by proxy is required
for the election of each director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES FOR
ELECTION AS DIRECTORS.
INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS
Please review the following information about the nominees and other directors
continuing in office. The ages shown are as of December 31, 2002.
[JOHNSON PHOTO] H. FISK JOHNSON, Director Since 2000, Age 44
(Standing for election at this meeting for a term
expiring in 2006)
Chairman of the Board and Chairman, S.C. Johnson & Son,
Inc. (consumer products).
[MULCAHY PHOTO] J. PATRICK MULCAHY, Director Since 2000, Age 58
(Standing for election at this meeting for a term
expiring in 2006)
Chief Executive Officer, Energizer Holdings, Inc.
Also a director of Solutia, Inc.
[STIRITZ PHOTO] WILLIAM P. STIRITZ, Director Since 2000, Age 68
(Standing for election at this meeting for a term
expiring in 2006)
Chairman of the Board and Chairman of the Energizer
Holdings, Inc. Management Strategy and Finance Committee.
Also a director of Ball Corporation, The May Department
Stores Company, Ralcorp Holdings, Inc. and Vail Resorts, Inc.
[NICHOLSON PHOTO] PAMELA M. NICHOLSON, Director Since 2002, Age 43
(Standing for election at this meeting for a term
expiring in 2006)
Senior Vice President, North American Operations,
Enterprise Rent-A-Car (auto leasing).
[MCGINNIS PHOTO] W. PATRICK MCGINNIS, Director Since 2002, Age 55
(Standing for election at this meeting for a term
expiring in 2004)
Chief Executive Officer and President, Nestle Purina
PetCare Company (pet foods and related products). Also a
director of Brown Shoe Company, Inc.
[GARRISON PHOTO] F. SHERIDAN GARRISON, Director Since 2000, Age 68
(Continuing in Office-Term Expiring in 2004)
Retired Chairman of the Board, American Freightways, Inc.
(trucking). Also a director of Federal Express Corporation.
[HOOVER PHOTO] R. DAVID HOOVER, Director Since 2000, Age 57
(Continuing in Office-Term Expiring in 2004)
Chairman, President and Chief Executive Officer, Ball
Corporation (beverage and food packaging and aerospace
products and services). Also a director of Ball Corporation.
[DANFORTH PHOTO] WILLIAM H. DANFORTH, Director Since 2000, Age 76
(Continuing in Office-Term Expiring in 2005)
Trustee and former Chancellor, Washington University.
[LIDDY PHOTO] RICHARD A. LIDDY, Director Since 2000, Age 67
(Continuing in Office-Term Expiring in 2005)
Retired Chairman and CEO, GenAmerica Corporation (insurance
holding company) and Retired Chairman of the Board of the
Reinsurance Group of America, Incorporated (insurance). Also
a director of Brown Shoe Company, Inc., Ralcorp Holdings,
Inc. and Ameren Corporation.
[MICHELETTO PHOTO] JOE R. MICHELETTO, Director Since 2000, Age 66
(Continuing in Office-Term Expiring in 2005)
Chief Executive Officer and President, Ralcorp Holdings,
Inc. (food products). Also a director of Ralcorp Holdings,
Inc. and Vail Resorts, Inc.
BOARD OF DIRECTORS STANDING COMMITTEES
NOMINATING
AND EXECUTIVE
BOARD MEMBER BOARD AUDIT EXECUTIVE FINANCE COMPENSATION
----------------------- ------------ ----- --------- ------- ------------
William H. Danforth X X X X X*
F. Sheridan Garrison X X X X
R. David Hoover X X* X
H. Fisk Johnson X X X
Richard A. Liddy X X* X X
W. Patrick McGinnis X
Joe R. Micheletto X X X X
J. Patrick Mulcahy X X X
Pamela M. Nicholson . X
William P. Stiritz X* X* X
Meetings held in 2002 7 3 1 0 4
*Chairperson
AUDIT: Reviews auditing, accounting, financial reporting and internal control
functions. Recommends our independent accountants and reviews their services.
All members are non-employee directors.
EXECUTIVE: May act on behalf of the Board in the intervals between Board
meetings.
FINANCE: Reviews the Company's financial condition, objectives and strategies
and makes recommendations to the Board concerning financing requirements,
dividend policy, foreign currency management and pension fund performance.
NOMINATING AND EXECUTIVE COMPENSATION: Sets compensation of executive officers,
approves deferrals under the Company's Deferred Compensation Plan, administers
the Company's 2000 Incentive Stock Plan and grants stock options and other
awards under that plan. Monitors management compensation and benefit programs,
and reviews principal employee relations policies. Recommends nominees for
election as directors or executive officers to the Board. Also recommends
committee memberships and compensation and benefits for directors. All members
are non-employee directors.
The Nominating and Executive Compensation Committee will consider suggestions
from shareholders regarding possible director candidates for the terms of Board
members expiring in 2004. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the Company.
See "Shareholder Proposals for 2004 Annual Meeting" for details regarding the
procedures and timing for the submission of such suggestions.
During fiscal year 2002, all directors other than H. Fisk Johnson attended 75%
or more of the Board meetings and Committee meetings on which they served during
their period of service.
DIRECTOR COMPENSATION
All directors, other than J. Patrick Mulcahy, received the following fees for
serving on the Board or its Committees. Mr. Mulcahy received no compensation
other than his normal salary from the Company for his service on the Board and
its Committees.
Annual Retainer $ 30,000
Fee for Each Board Meeting $ 1,000
Fee for Each Committee Meeting $ 1,000
The chairpersons of the Committees also received an additional annual retainer
of $2,000 for each Committee that they chaired.
STOCK AWARDS
On May 8, 2000, each non-employee director at that time, received an option to
purchase 10,000 shares of Common Stock of the Company at $17.00, the closing
price for such shares on that date on the New York Stock Exchange composite
index. Mr. Stiritz received an option to purchase 500,000 shares of Common Stock
at the closing price on that date. Mr. Johnson received an option to purchase
10,000 shares on September 18, 2000, the date of his appointment to the Board,
at $20.00, the closing price of the Common Stock on that date. Ms. Nicholson and
Mr. McGinnis each received an option to purchase 10,000 shares on September 23,
2002, the date of their appointment to the Board, at $30.10, the closing price
of the Common Stock on that date. The options, which were granted under the
Company's 2000 Incentive Stock Plan and have a ten year term, are exercisable at
the rate of 20% per year, beginning on the first anniversary of the date of
grant. They are exercisable prior to that date upon the director's death,
declaration of total and permanent disability, retirement or resignation from
the Board, or upon a change in control of the Company.
On May 8, 2000, each non-employee director, also received a restricted stock
equivalent award under which the director will be credited with a restricted
stock equivalent for each share of the Company's Common Stock he acquires prior
to May 8, 2002, up to a limit of 10,000 shares. Mr. Stiritz received a similar
award, but with a limit of 130,000 shares. (On September 18, 2000, Mr. Johnson,
and on September 23, 2002, Ms. Nicholson and Mr. McGinnis, were granted a
similar award, up to a limit of 10,000 shares, with respect to shares of Common
Stock they acquire prior to the end of the two-year period commencing on the
date of grant.) The equivalents granted will vest three years from crediting and
will convert, at that time, into an equal number of shares of Common Stock. They
also vest upon a director's death, declaration of total and permanent
disability, or upon a change in control of the Company. (Upon Mr. Pruzan's
resignation from the Board of Directors, the Nominating and Executive
Compensation Committee elected to accelerate the vesting of his stock
equivalents.) If elected by the director, conversion could be deferred until the
director terminates his service on the Board. As of November 1, 2002 the
following directors have been credited with the indicated number of restricted
stock equivalents: Mr. Danforth-10,000 equivalents; Mr. Micheletto-10,000
equivalents; Ms. Nicholson-0 equivalents; Mr. McGinnis-0 equivalents; Mr. Liddy-
10,000 equivalents; Mr. Hoover-10,000 equivalents; Mr. Garrison-2,000
equivalents; Mr. Johnson-10,000 equivalents; Mr. Stiritz-130,000 equivalents.
DEFERRED COMPENSATION PLAN
Directors can elect to have their retainer and meeting fees paid monthly in
cash, or defer payment until their resignation from the Board under the terms of
the Energizer Holdings, Inc. Deferred Compensation Plan. Under that Plan, they
can defer in the form of stock equivalents under the Energizer Common Stock Unit
Fund, which tracks the value of the Company's Common Stock, they can defer into
the Prime Rate Option, under which deferrals are credited with interest at
Morgan Guaranty Trust Company of New York's prime rate, or they can defer into
any of the Measurement Fund Options which track the performance of the Vanguard
investment funds offered under the Company's Savings Investment Plan. Deferrals
in the Energizer Common Stock Unit Fund during each calendar year are increased
by a match from the Company at the end of that year. For the year 2002 the
Company set the matching contribution at 33 1/3% for Directors. Deferrals in the
Plan are paid out in a lump sum in cash within 60 days following the director's
termination of service on the Board.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Mr. Stiritz, Chairman of the Management Strategy and Finance Committee, and
Chairman of the Board of the Company, is Chairman of the Nominating and
Compensation Committee of the Board of Directors of Ralcorp Holdings, Inc., and
also serves on the Human Resources Committee of the Board of Directors of Ball
Corporation. Mr. Micheletto, a director of the Company, is the Chief Executive
Officer and President of Ralcorp Holdings, Inc. Mr. Hoover, also a director of
the Company, is the Chairman, President and Chief Executive Officer of Ball
Corporation. Mr. Micheletto and Mr. Hoover serve on the Nominating and Executive
Compensation Committee of the Company's Board of Directors.
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
GUARANTEED LOANS FOR OFFICERS
Under the Company's Shareholder Value Commitment Program, the Company has
granted restricted stock equivalent awards to encourage direct, long-term
ownership of its Common Stock by directors and certain officers and key
executives. Under the program, individual acquisitions of shares of Common
Stock, up to a maximum per individual, are matched with an equal number of
restricted stock equivalents which vest and convert into shares of Common Stock
three years from the date of crediting. Purchases of Common Stock by certain
officers in that Program were financed under personal lines of credit extended
to the officers by Bank of America. The Company has guaranteed the credit lines,
but each officer has agreed to indemnify the Company if it incurs any loss under
its guarantee, and has agreed that the Company may set off such losses against
amounts that it may otherwise owe to him. Upon passage of the Sarbanes-Oxley Act
of 2002, the Company and Bank of America amended the guarantee to provide that
it would not extend to any drawdowns under the existing lines of credit after
the effective date of the Act. The largest aggregate amount owed during fiscal
2002 on each of the executive officers' credit lines, to the extent guaranteed
by the Company, was as follows: Mr. McClanathan-$490,056.01; Mr. Conrad-
$470,272.92 and Mr. Sescleifer-$358,027.08.
OTHER TRANSACTIONS
In 2000 the Company entered into an Engagement Agreement with Dresdner Kleinwort
Wasserstein ("DKW"), under which DKW was retained, on an annual basis, to
provide financial advisory services to the Company in connection with
implementing and completing long-term strategic plans and, in the event of any
offer or proposal to the Company or its shareholders regarding control of the
Company, matters relating to takeover defense. Mr. Pruzan, who resigned as a
director of the Company during the last fiscal year, is President and Chief
Executive Officer of the North American Investment Banking division of DKW.
To the Company's best knowledge, Mr. Pruzan did not receive direct or indirect
compensation related to the Company's retention arrangement with DKW. He has
disclaimed any material interest in that arrangement. The Company expects that
its business relationship with DKW will continue and any transactions will be
conducted in the ordinary course and on competitive terms.
OTHER BUSINESS
The Board knows of no business which will be presented at the 2003 Annual
Meeting other than that described above. The Company's Bylaws provide that
shareholders may nominate candidates for directors or present a proposal or
bring other business before an Annual Meeting only if they give timely written
notice of the nomination or the matter to be brought not less than 90 nor more
than 120 days prior to the Meeting. No such notice with respect to the 2003
Annual Meeting was received by the deadline of October 29, 2002.
SELECTION OF AUDITORS
The Board, upon the recommendation of the Audit Committee, appointed
PricewaterhouseCoopers LLP as independent accountants for the current fiscal
year. PricewaterhouseCoopers LLP has served as the Company's independent
accountant for fiscal years 2000, 2001 and 2002. A representative of that firm
will be present at the 2003 Annual Meeting of Shareholders and will have an
opportunity to make a statement, if desired, as well as to respond to
appropriate questions.
AUDIT FEES
PricewaterhouseCoopers LLP billed the Company $1,275,000 for professional
services rendered for the audit of the Company's annual financial statements for
fiscal year 2002 and the review of the financial statements included in the
Company's Quarterly Reports on Form 10-Q filed for the first three quarters of
2002.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PricewaterhouseCoopers LLP rendered no professional services for the design and
implementation of financial information systems to the Company during fiscal
year 2002.
ALL OTHER FEES
PricewaterhouseCoopers LLP billed the Company $786,205 for all professional
services rendered during fiscal year 2002 other than audits, reviews and
financial information systems design and implementation.
STOCK OWNERSHIP INFORMATION
FIVE PERCENT OWNERS OF COMMON STOCK. The table below lists the persons known by
the Company to beneficially own at least 5% of the Company's common stock as of
November 1, 2002.
AMOUNT AND NATURE
OF BENEFICIAL % OF SHARES EXPLANATORY
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP OUTSTANDING(A) NOTES
------------------------------------- ----------------- ----------- --------------- ------
Goldman Sachs Asset Management
32 Old Slip
New York, NY 10005 Common Stock 5,294,938 5.99% (B)
Ariel Capital Management, Inc.
200 East Randolph Dr.
Ste. 2900
Chicago, IL 60601 Common Stock 10,623,767 12.01% (C)
(A) The number of shares outstanding used in this calculation was the number
actually outstanding on November 1, 2002.
(B) Based on a Schedule 13G filed February 14, 2002 by the shareholder, a
separate operating unit of Goldman, Sachs & Co., this amount does not include
any shares held by other operating units of Goldman, Sachs & Co. Of the total
shares beneficially owned, the shareholder has voting and investment powers as
follows: sole voting-4,032,371 shares; shared voting-0 shares; sole investment-
5,294,938 shares; and shared investment-0 shares.
(C) Based on a written statement from the shareholder, the shares reported
are held on behalf of its investment advisory clients. Of the total shares
beneficially owned, the shareholder has voting and investment powers as follows:
sole voting-8,780,474 shares; shared voting-0 shares; sole investment-
10,564,237 shares; and shared investment-59,530 shares.
COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table below contains information regarding stock ownership of directors and
executive officers as of November 1, 2002. It does not reflect any changes in
ownership that may have occurred after that date.
% OF SHARES
SHARES OUTSTANDING
HELD IN OPTIONS (B)
DIRECTORS SHARES SAVINGS EXERCISABLE (*DENOTES
AND BENEFICIALLY INVESTMENT WITHIN 60 LESS THAN
EXECUTIVE OFFICERS OWNED PLAN (A) DAYS 1%)
-------------------------- ------------ ------------ ---------- ----------
William H. Danforth 1,671,410(C)(D) 0 4,000 1.87%
F. Sheridan Garrison 2,000 0 4,000 *
R. David Hoover 10,000 0 4,000 *
H. Fisk Johnson 20,000 0 4,000 *
Richard A. Liddy 11,000 0 4,000 *
Joe R. Micheletto 10,008 0 4,000 *
W. Patrick McGinnis 38,885(C) 5,622 0 *
Pamela M. Nicholson 0 0 0 *
William P. Stiritz 2,475,233(E) 0 200,000 2.99%
J. Patrick Mulcahy 311,843(F) 27,714 200,000 *
Patrick C. Mannix 93,186 7,499 160,000 *
Daniel J. Sescleifer 20,000(G) 236 80,000 *
Ward M. Klein 31,840 5,121 140,000 *
Joseph W. McClanathan 27,359 3,594 100,000 *
All Officers and Directors 4,756,879(G) 55,149 1,084,000 6.58%
In general, "beneficial ownership" includes those shares a director or executive
officer has the power to vote or transfer, as well as shares owned by immediate
family members that reside with the director or officer. Unless otherwise
indicated below, directors and executive officers named in the table above have
sole voting and investment authority with respect to the shares set forth in the
table. The table above also indicates shares that may be obtained within 60 days
upon the exercise of options.
(A) Column indicates the most recent approximation of the number of shares
of Common Stock as to which participants in the Company's Savings Investment
Plan (or, with respect to Mr. McGinnis, the Nestle Purina PetCare Company
Savings Investment Plan) have voting and transfer rights. Shares of Common Stock
which are held in the Plan are not directly allocated to individual participants
but instead are held in a separate fund in which participants acquire units.
Such fund also holds varying amounts of cash and short-term investments. The
number of shares allocable to a participant will vary on a daily basis based
upon the cash position of the fund and the market price of the stock.
(B) The number of shares outstanding for purposes of this calculation was
the number outstanding as of November 1, 2002 plus the number of shares which
could be acquired upon exercise of options by all officers and directors.
(C) Excludes 694,554 shares of Common Stock held by Washington University,
St. Louis, MO. Mr. Danforth and Mr. McGinnis serve on the University's Board of
Trustees, which consists of 54 members. They both disclaim beneficial ownership
of those shares.
(D) Mr. Danforth has sole voting and investment powers respecting 62,050
shares of Common Stock. He shares voting and investment powers with respect to
1,609,360 shares, which includes 781,836 shares held in a trust which are not
reported on his Section 16 reports. Mr. Danforth disclaims beneficial ownership
of those 781,836 shares. The 1,609,360 shares exclude 122,125 shares which have
been reported as beneficially owned by Mr. Danforth on his Section 16 reports,
but with respect to which Mr. Danforth does not have voting or investment
powers.
(E) Mr. Stiritz disclaims beneficial ownership of 521,357 shares of Common
Stock owned by his wife and 140,576 shares owned by his son.
(F) Mr. Mulcahy disclaims beneficial ownership of 12,500 shares of Common
Stock owned by his wife and 111 shares owned by his step-daughter.
(G) Excludes 1,731,005 shares of Common Stock held to fund retirement
benefits by the Energizer Holdings, Inc. Retirement Plan Trust, of which Mr.
Sescleifer and another executive officer serve as two of five trustees who
collectively exercise voting and investment power. These officers disclaim
beneficial ownership of those shares.
EXECUTIVE COMPENSATION
The following tables and narratives discuss the compensation paid in fiscal year
2002 to the Chief Executive Officer and the other four most highly compensated
executive officers ("Named Executive Officers").
The Summary Compensation Table set forth below summarizes compensation received
by the Named Executive Officers for the entire fiscal year 2001 and for that
period of fiscal year 2000 following the spin-off of the Company by Ralston
Purina Company on April 1, 2000.
However, the "Salary" column for fiscal year 2000 reflects annualized salaries,
i.e., the salary amounts which would have been paid to the Named Executive
Officers had they been paid for a full year at the rates in effect from April 1,
2000 through the end of the fiscal year, and the full amount of bonuses paid by
the Company during fiscal year 2000 is reflected in the "Bonus" column for that
year. No attempt has been made to pro rate bonuses based on the relationship
between the period before the spin-off and the period after the spin-off.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION (AWARDS)
--------------------- ---------
SECURITIES RESTRICTED
OTHER ANNUAL UNDERLYING STOCK ALL OTHER
COMPENSATION OPTIONS EQUIVALENTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (#) ($)(1) ($)(2)
--------------------------- ---- -------- -------- ------ ---- ------ ------
J. Patrick Mulcahy. . . . . 2002 $650,000 $2,265,000 $12,774 0 $ 0 $585,808
Chief Executive Officer . . 2001 $650,000 $ 0 $19,802 0 $ 0 $ 53,368
2000 $650,000 $ 886,500 $ 0 500,000 $2,320,000 $176,558
Patrick C. Mannix . . . . . 2002 $350,000 $ 835,000 $ 5,553 0 $ 0 $219,308
President . . . . . . . . . 2001 $349,333 $ 0 $10,137 0 $ 0 $450,201
2000 $342,000 $ 326,500 $ 0 400,000 $1,322,075 $ 79,313
Daniel J. Sescleifer. . . . 2002 $216,666 $ 625,000 $ 0 50,000 $ 0 $ 37,308
Executive Vice President. . 2001 $184,849 $ 0 $ 0 200,000 $ 352,150 $ 4,558
and Chief Financial Officer (3)
Ward M. Klein . . . . . . . 2002 $270,000 $ 625,000 $ 0 0 $ 0 $ 4,894
President, International. . 2001 $264,167 $ 0 $ 0 50,000 $ 505,564 $300,834
2000 $200,000 $ 141,200 $ 0 300,000 $ 126,500 $139,927
Joseph W. McClanathan . . . 2002 $234,000 $ 625,000 $ 3,648 50,000 $ 0 $153,942
President, North America. . 2001 $231,750 $ 0 $ 2,911 0 $ 438,301 $187,453
2000 $195,000 $ 172,177 $ 0 250,000 $ 201,250 $ 21,216
__________
(1) Table shows value of restricted stock equivalents as of date of grant.
As of September 30, 2002, the aggregate number and value of restricted stock
equivalents credited to each of the Named Executive Officers was as follows:
- Mr. Mulcahy, 130,000 equivalents; $3,952,000
- Mr. Mannix, 75,000 equivalents; $2,280,000
- Mr. Klein, 30,000 equivalents; $912,000
- Mr. Sescleifer, 20,000 equivalents; $608,000
- Mr. McClanathan, 30,000 equivalents; $912,000
Under the terms of Restricted Stock Equivalent Award Agreements entered into
with each Named Executive Officer, for each share of Common Stock acquired by
each Officer in the open market, up to a limit per individual, a restricted
stock equivalent was credited to his account as of the date of the acquisition.
The restricted stock equivalents vest three years from the date of grant, and
will be converted into shares of Common Stock at that time unless the Officer
elected to defer conversion until termination of employment. The equivalents
also vest upon the Officer's death, disability, involuntary termination of
employment or change of control of the Company. If dividends are paid on the
Common Stock, an amount in cash equal to the dividends that would have been paid
if the equivalents had been actual shares of Common Stock will be paid to the
Officer at the time of conversion.
(2) The amounts shown in this column with respect to fiscal year 2002
consist of the following:
(i) the Savings Investment Plan and Executive Savings Investment
Plan-Company matching contributions or accruals:
- Mr. Mulcahy, $19,500
- Mr. Mannix, $10,500
- Mr. Sescleifer, $6,000
- Mr. Klein, $4,760
- Mr. McClanathan, $7,020
The amounts shown do not include benefits which were accrued by the Named
Executive Officers in the Executive Savings Investment Plan in lieu of the
PensionPlus Match Account in the Energizer Holdings, Inc. Retirement Plan due to
certain limits imposed by the Internal Revenue Code on accruals in the
Retirement Plan. Such additional amounts are disclosed in the information about
the PensionPlus Match Account found on page 17.
(ii) the Deferred Compensation Plan-a Company match of 25% of amounts
deferred under the Equity Option:
- Mr. Mulcahy, $566,250
- Mr. Mannix, $208,750
- Mr. Sescleifer, $31,250
- Mr. McClanathan, $143,750
(iii) the Group Life Insurance Plan-term life insurance premiums paid by the
Company for the first $40,000 of coverage for each of the Named Executive
Officers: $58
(iv) Split-dollar life insurance premiums paid by the Company, which will be
repaid on a specified future date, valued by multiplying the premiums
outstanding during the fiscal year by the Company's weighted average short-term
borrowing rate during the year:
- Mr. McClanathan, $3,114
(v) Expense reimbursement-incurred in Mr. Klein's 2001 relocation from Hong
Kong.
- Mr. Klein, $76
(3) Mr. Sescleifer was not employed by the Company during fiscal year 2000.
OPTION GRANTS IN LAST FISCAL YEAR
(A) (B) (C) (D) (E) (F)
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE OR
OPTIONS IN FISCAL BASE PRICE EXPIRATION GRANT DATE
NAME GRANTED (#) YEAR ($/SH) DATE VALUE ($)
---------------------- ------------ ---------- ------------ ---------- ------------
J. Patrick Mulcahy. . 0 - - - -
Patrick C. Mannix . . 0 - - - -
Daniel J. Sescleifer. 50,000(1)(2) 10.2% $ 30.10(3) 09-22-12 $ 620,500(4)
Ward M. Klein . . . . 0 - - - -
Joseph W. McClanathan 50,000(1)(2) 10.2% $ 30.10(3) 09-22-12 $ 620,500(4)
(1) Options granted were options to acquire shares of Common Stock.
(2) Options become exercisable at the rate of 33 1/3% of total shares on the
anniversary of the date of grant in each of the years 2005, 2006 and 2007 and
upon death, declaration of permanent and total disability, voluntary termination
of employment at or after age 55, involuntary termination other than for cause,
or upon a change in control of the Company.
(3) Market price on date of grant.
(4) Calculated using the Black Scholes pricing model. Underlying assumptions
used in the calculation include a ten-year expiration, a current market price
and strike price of $30.10 per share, a ten year volatility assumption of
19.33%, a current dividend yield of 0.0% and a risk-free rate of return of
4.17%, which was derived from the 10-year treasury zero-coupon yield curve. The
Company has elected to illustrate the potential realizable value using the Black
Scholes pricing model as permitted by the rules of the Securities and Exchange
Commission. This does not represent the Company's estimate or projection of
future stock price or of the assumptions utilized; actual gains, if any, upon
future exercise of any of these options will depend on the actual performance of
the Common Stock.
FISCAL YEAR END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
--------------------------------------------------------
NAME. . . . . . . . . . . EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------- ----------- ------------- ------------ --------------
J.P. Mulcahy. . . . . . 200,000 300,000 $ 2,680,000 $ 4,020,000
P.C. Mannix . . . . . . 160,000 240,000 $ 2,144,000 $ 3,216,000
D.J. Sescleifer . . . . 80,000 170,000 $ 747,000 $ 1,135,500
W.M. Klein. . . . . . . 140,000 210,000 $ 1,794,750 $ 2,692,125
J.W. McClanathan. . . . 100,000 200,000 $ 1,340,000 $ 2,025,000
None of the Named Executive Officers exercised options during fiscal year 2002.
LONG-TERM INCENTIVE PLAN-AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYMENTS UNDER
NON-STOCK PRICE-BASED PLANS
------------------------------
PERFORMANCE OR
NUMBER OF SHARES, OTHER PERIOD UNTIL
UNITS OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#) PAYOUT ($) ($) ($)
----------------- --------------- ------------- --------- ------- --------
J.P. Mulcahy N/A 9/30/04 $ 162,500 N/A $ 650,000
P.C. Mannix N/A 9/30/04 $ 72,000 N/A $ 288,000
D.J. Sescleifer N/A 9/30/04 $ 55,000 N/A $ 220,000
W.M. Klein N/A 9/30/04 $ 59,000 N/A $ 236,000
J.W. McClanathan N/A 9/30/04 $ 59,000 N/A $ 236,000
At its meeting in September, 2002, the Nominating and Executive Compensation
Committee approved the adoption of a long-term cash bonus plan for key
personnel, including the Named Executive Officers. In order to promote
consistent growth in earnings per share from year to year, the plan is designed
to pay a cash bonus to participants if earnings per share targets are met in
fiscal year 2003, and then met again or exceeded in fiscal year 2004. Under the
terms of the plan, if the Company's budgeted estimate for earnings per share for
fiscal year 2003 is met, an opportunity is created for the individual to receive
an additional 50% of his 2003 targeted bonus (which is a percentage of the
individual's base salary) after the end of the next fiscal year; if that target
is not met, no bonus opportunity will be created. In addition, if the stretch
goal for earnings per share for fiscal year 2003 is achieved, the bonus
opportunity is increased to 100% of the individual's targeted bonus. (Both the
budgeted estimate for earnings per share and the stretch goal, have been set in
advance of the commencement of fiscal year 2003.) In order for the individual to
receive the additional bonus, if a bonus opportunity is created, the Company's
actual earnings per share for fiscal year 2003 must be met or exceeded during
fiscal year 2004. If the fiscal year 2003 earnings are not met, the individual
will not receive a long-term cash bonus award. If the fiscal year 2003 earnings
are met, however, the individual will receive a payment equal to 50% of the
contingent bonus opportunity earned during fiscal year 2003. Furthermore, the
payment will increase to 100% of the contingent bonus opportunity if the
targeted goal for 2004 (the Company's budgeted estimate for earnings per share
for that year, which will be set in advance of the commencement of the fiscal
year) is achieved. A participant in the long-term plan must remain employed by
the Company through the end of fiscal year 2004 to be eligible for a payment.
Payments that otherwise would not be deductible under Section 162(m) of the
Internal Revenue Code may, at the sole discretion of the Committee, be deferred
in whole or in part until such time as they are deductible by the Company. It is
contemplated that a similar bonus plan design, with cash incentives for
consistent earnings growth, will be utilized in future years.
RETIREMENT PLAN
The Energizer Holdings, Inc. Retirement Plan may provide pension benefits in the
future to the Named Executive Officers. Most regular U.S. employees that have
completed one year of employment with the Company or certain of its subsidiaries
are eligible to participate in the Retirement Plan. They become vested after
five years of service. Normal retirement is at age 65; however, employees who
work beyond age 65 may continue to accrue benefits.
FINAL AVERAGE EARNINGS FORMULA. Annual benefits for Messrs. Mulcahy, Mannix, and
Klein, and other administrative employees who so elected, are computed by
multiplying their Final Average Earnings (the average of their five highest
consecutive annual earnings during the ten years prior to their termination of
employment) by a number which is 1.5% of their actual years of service (to a
maximum of 40 years). That amount is then reduced by up to one-half of their
primary social security benefit at retirement (with the actual amount of offset
determined by their age and years of service at retirement). In the case of Mr.
Mannix, that amount is further reduced to reflect an offset for benefits he has
accrued in the Company's Australian Superannuation Plan No. 3, a funded plan
sponsored by one of the Company's foreign affiliates.
With the exception of Mr. Mannix, the following table shows a range of estimated
annual retirement benefits, in the form of a single life annuity with 60 monthly
payments guaranteed, beginning at age 65, that would be payable from the
Retirement Plan to salaried employees, including the Named Executive Officers.
To the extent a Named Executive Officer's compensation or benefits exceed
certain limits imposed by the Internal Revenue Code of 1986, as amended, the
table also includes benefits payable from an unfunded supplemental retirement
plan. The table reflects benefits prior to the reduction for social security
benefits described above.
RETIREMENT PLAN TABLES
FINAL AVERAGE EARNINGS FORMULA-ANNUITY PAYMENTS
FINAL
AVERAGE YEARS OF SERVICE
EARNINGS 10 15 20 25 30 35 40
--------- -------- ------- -------- -------- ---------- ---------- ----------
$ 300,000 $ 45,000 $ 67,500 $ 90,000 $ 112,500 $ 135,000 $ 157,500 $ 180,000
$ 400,000 $ 60,000 $ 90,000 $ 120,000 $ 150,000 $ 180,000 $ 210,000 $ 240,000
$ 500,000 $ 75,000 $112,500 $ 150,000 $ 187,500 $ 225,000 $ 262,500 $ 300,000
$ 600,000 $ 90,000 $135,000 $ 180,000 $ 225,000 $ 270,000 $ 315,000 $ 360,000
$ 700,000 $105,000 $157,500 $ 210,000 $ 262,500 $ 315,000 $ 367,500 $ 420,000
$ 800,000 $120,000 $180,000 $ 240,000 $ 300,000 $ 360,000 $ 420,000 $ 480,000
$ 1,000,000 $150,000 $225,000 $ 300,000 $ 375,000 $ 450,000 $ 525,000 $ 600,000
$ 1,200,000 $180,000 $270,000 $ 360,000 $ 450,000 $ 540,000 $ 630,000 $ 720,000
$ 1,400,000 $210,000 $315,000 $ 420,000 $ 525,000 $ 630,000 $ 735,000 $ 840,000
$ 1,500,000 $225,000 $337,500 $ 450,000 $ 562,500 $ 675,000 $ 787,500 $ 900,000
$ 1,600,000 $240,000 $360,000 $ 480,000 $ 600,000 $ 720,000 $ 840,000 $ 960,000
$ 1,800,000 $270,000 $405,000 $ 540,000 $ 675,000 $ 810,000 $ 945,000 $1,080,000
$ 2,000,000 $300,000 $450,000 $ 600,000 $ 750,000 $ 900,000 $1,050,000 $1,200,000
$ 2,200,000 $330,000 $495,000 $ 660,000 $ 825,000 $ 990,000 $1,155,000 $1,320,000
$ 2,400,000 $360,000 $540,000 $ 720,000 $ 900,000 $1,080,000 $1,260,000 $1,440,000
$ 2,600,000 $390,000 $585,000 $ 780,000 $ 975,000 $1,170,000 $1,365,000 $1,560,000
$ 2,800,000 $420,000 $630,000 $ 840,000 $1,050,000 $1,260,000 $1,470,000 $1,680,000
$ 3,000,000 $450,000 $675,000 $ 900,000 $1,125,000 $1,350,000 $1,575,000 $1,800,000
$ 3,200,000 $480,000 $720,000 $ 960,000 $1,200,000 $1,440,000 $1,680,000 $1,920,000
$ 3,400,000 $510,000 $765,000 $1,020,000 $1,275,000 $1,530,000 $1,785,000 $2,040,000
$ 3,600,000 $540,000 $810,000 $1,080,000 $1,350,000 $1,620,000 $1,890,000 $2,160,000
ACCOUNT BASED FORMULA. Retirement benefits for Mr. McClanathan were accumulated
under the Final Average Earnings formula described above until December 31,
1998. At that time, as a result of a one-time election opportunity offered to
all administrative employees participating in the Retirement Plan, Mr.
McClanathan elected to earn his benefits under a new "account based" benefit
formula. (As a new employee in fiscal year 2001, Mr. Sescleifer was required to
earn his benefits under the account based formula.) Under this benefit formula,
a participant's "base" single sum retirement benefit is calculated by
multiplying the participant's Final Average Earnings (the average of his or her
five highest consecutive annual earnings during the ten years prior to his or
her termination of employment) by a gross percentage that is accumulated over a
participant's working lifetime. The first five years of a participant's
employment each credit a rate of 4.0% towards that gross percentage. The next
five years credit 5.0% each, the next five 6.5% each, the next five 8.0% each
and each year in excess of 20 years credits 10% per year. In addition to this
"base" single sum benefit, an additional "excess" single sum benefit is
calculated as the amount of the participant's Final Average Earnings that is in
excess of the Social Security Covered Compensation level in the year of
calculation (i.e., in 2002, $39,444) multiplied by a percentage calculated as
3.5% of the participant's actual years of service. The participant also has the
option of receiving his or her pension benefit in the form of an annuity which
is the actuarial equivalent of the single sum amount. In no event, however, can
the amount of this annuity be less than the annuity that the participant earned
as of December 31, 1998 under the Final Average Earnings benefit formula
described above.
The following table shows a range of estimated retirement benefits, in the form
of a single sum amount, that would be payable from the Retirement Plan as of the
date of termination of employment to Mr. Sescleifer, Mr. McClanathan and other
administrative employees who elected the Account-Based Formula described above.
To the extent that their compensation or benefits exceed certain limits imposed
by the Internal Revenue Code of 1986, as amended, the table also includes
benefits payable from an unfunded supplemental retirement plan. Reflecting the
annuity conversion rates in effect for fiscal/plan year 2001-2002, the annuity
amount that would be payable as of a participant's Normal Retirement Age (65)
based on the indicated single sum amounts would be determined as 9.1% of the
participant's stated single sum balance credited with compound interest at a
rate of 3% per annum from the participant's date of termination to the
participant's 65th birthday.
FINAL AVERAGE EARNINGS-ACCOUNT BASED FORMULA
FINAL
AVERAGE YEARS OF SERVICE
EARNINGS 10 15 20 25 30 35 40
--------- --------- -------- ---------- ---------- ---------- ---------- ----------
$ 300,000 $226,000 $ 369,000 $ 535,000 $ 731,000 $ 926,000 $1,122,000 $1,317,000
$ 400,000 $306,000 $ 499,000 $ 722,000 $ 986,000 $1,249,000 $1,512,000 $1,775,000
$ 500,000 $386,000 $ 629,000 $ 910,000 $1,241,000 $1,571,000 $1,902,000 $2,232,000
$ 600,000 $466,000 $ 759,000 $1,097,000 $1,496,000 $1,894,000 $2,292,000 $2,690,000
$ 700,000 $546,000 $ 889,000 $1,285,000 $1,751,000 $2,216,000 $2,682,000 $3,147,000
$ 800,000 $626,000 $1,019,000 $1,472,000 $2,006,000 $2,539,000 $3,072,000 $3,605,000
$ 1,000,000 $786,000 $1,279,000 $1,847,000 $2,516,000 $3,184,000 $3,852,000 $4,520,000
$ 1,200,000 $946,000 $1,539,000 $2,222,000 $3,026,000 $3,829,000 $4,632,000 $5,435,000
INTERNATIONALIST PLAN. In addition to the Final Average Earnings Formula
described above, Mr. Mannix participates in the Company's Internationalist Plan,
which is unfunded. Internationalist Plan benefits for Mr. Mannix are computed by
multiplying his Final Average Earnings (the average of his five highest
consecutive annual earnings during the ten years prior to his termination of
employment) by a number which is 1.7% of his actual years of service (to a
maximum of 40 years).
Mr. Mannix's benefits under the Internationalist Plan are offset by benefits
payable to him under the Energizer Holdings, Inc. Retirement Plan, the
supplemental retirement plan, and the Superannuation Plan. Mr. Mannix's benefit,
payable under the Superannuation Plan as a single sum payment, is computed by
multiplying his Final Average Base Earnings (the average of his five highest
consecutive base annual earnings during the ten years prior to his termination
of employment) by a number which is 15% of his actual years of service (to a
maximum of 40 years). Based upon prevailing long term bond rates, this single
sum amount would then be converted to an equivalent annuity payable to Mr.
Mannix, with that annuity being used to offset the benefits payable under the
other Company retirement plans. The actual amount of each pension plan's offset
will be determined by Mr. Mannix's age and years of service at his retirement.
The following table shows the estimated annual retirement benefits, in the form
of a single life, 5-year certain annuity, that would be payable to Mr. Mannix
from the Internationalist Plan, assuming age 62 retirement and including the
equivalent value of amounts payable to him from the other offsetting Company
retirement plans.
INTERNATIONALIST PLAN TABLE*
FINAL AVERAGE EARNINGS FORMULA - ANNUITY PAYMENTS
FINAL AVERAGE YEARS OF SERVICE
------------ ----------------------
EARNINGS 30 35 40
-------- ------- -------- --------
$ 475,000 $242,250 $282,625 $323,000
$ 525,000 $267,750 $312,375 $357,000
$ 575,000 $293,250 $342,125 $391,000
$ 625,000 $318,750 $371,875 $425,000
$ 675,000 $344,250 $401,625 $459,000
$ 725,000 $369,750 $431,375 $493,000
$ 775,000 $395,250 $461,125 $527,000
$ 825,000 $420,750 $490,875 $561,000
$ 875,000 $446,250 $520,625 $595,000
$ 925,000 $471,750 $550,375 $629,000
$ 975,000 $497,250 $580,125 $663,000
$1,025,000 $522,750 $609,875 $697,000
$1,075,000 $548,250 $639,625 $731,000
$1,125,000 $573,750 $669,375 $765,000
$1,175,000 $599,250 $699,125 $799,000
$1,225,000 $624,750 $728,875 $833,000
$1,275,000 $650,250 $758,625 $867,000
$1,325,000 $675,750 $788,375 $901,000
$1,375,000 $701,250 $818,125 $935,000
$1,425,000 $726,750 $847,875 $969,000
__________
* 1.7% accrual rate
PENSIONPLUS MATCH ACCOUNT
To the extent that each of the Named Executive Officers has elected to
contribute compensation on an after-tax basis to the Company-sponsored Savings
Investment Plan (SIP), a matching single sum amount is credited to a nominal
account balance established for each individual in the Retirement Plan. The
single sum amount credited to the individual's account each year is equal to
325% of the first 1% of pay (up to a certain limit imposed on pay by the
Internal Revenue Code) contributed by the individual to the SIP on an after-tax
basis. The amounts so credited each year to the nominal account are further
annually credited each plan year with interest at a rate equal to the average
30-year U.S. Treasury bond rate in effect during the August preceding the
October 1 beginning of each plan year. These nominal accounts may be received by
the participant, upon termination of employment, in the form of a lump sum or an
equivalent annuity. A participant vests in this benefit at the rate of 25% per
year for the first four years of employment, with the PensionPlus Match Account
being 100% vested after four years. For fiscal year 2002, the following amounts
were accrued in the PensionPlus Match Accounts of the Named Executive Officers.
To the extent a Named Executive Officer's compensation or benefits exceed
certain limits imposed by the Internal Revenue Code of 1986, as amended, amounts
below also include benefits payable from the unfunded Executive Savings
Investment Plan.
- Mr. Mulcahy: $21,125
- Mr. Mannix: $11,385
- Mr. Sescleifer: $7,042
- Mr. Klein: $7,239
- Mr. McClanathan: $7,605
For the purpose of calculating retirement benefits, the Named Executive Officers
had, as of September 30, 2002, the following whole years of credited service:
Messrs. Mulcahy-34 years; Mannix-39 years; Sescleifer-1 year; Klein-23 years;
and McClanathan-27 years. Earnings used in calculating benefits (other than the
PensionPlus Match Account) under the retirement plans are approximately equal to
amounts included in the Salary and Bonus columns in the Summary Compensation
Table on page 11.
DEATH BENEFIT PLAN
The Company maintains, at no cost to the participants, an unfunded Executive
Retiree Life Plan to provide supplemental benefits to certain key members of
management, generally at the level of division vice president and above. The
Plan provides a death benefit, after retirement of the participant, to his or
her named beneficiary in an amount equal, on an after-tax basis, to 50% of the
participant's last full year's salary and bonus prior to retirement. To be
eligible for the benefit, a participant must, at the time of retirement, meet
certain conditions, including (1) being enrolled in the Company's voluntary
Group Life Insurance Plan, which is available to almost all non-union
administrative and production employees in the United States, with coverage of
at least one times earnings; and (2) being age 55 with at least two years of
service, or having a combination of age and years of service equal to at least
80. Messrs. Mannix, Sescleifer, Klein and McClanathan participated in the
voluntary Group Life Insurance Plan, at the required coverage level, during
fiscal year 2002.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE IN CONTROL ARRANGEMENTS
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS
The Company has entered into Change of Control Employment Agreements with each
of the Named Executive Officers. The Agreements have a term of two years from
their effective date (which will be automatically extended for additional two
year terms unless the Company terminates the Agreements at least 90 days prior
to renewal), and provide that the Officers will receive severance compensation
in the event of their involuntary termination (including constructive
termination), other than for cause, within two years following a change in
control of the Company. A change of control is generally defined as the
acquisition of 20% or more of the outstanding shares of the Company's Common
Stock. A change of control will also occur if the initial directors of the
Company, or their recommended or appointed successors, fail to constitute a
majority of the board, or if the Company's stockholders approve a merger,
consolidation or sale of all or substantially all of the assets of the Company.
The severance compensation payable under the Agreements consists of:
- a lump sum payment in an amount equal to 2 times the Officer's annual base
salary and target bonus;
- the difference between the Officer's actual benefits under the Company's
various retirement plans at the time of termination and what the Officer would
have received if he had remained employed for an additional period of two years;
and
- the continuation of other executive health, dental and other welfare
benefits for a period of two years following the Officer's termination.
No payments would be made in the event that the termination is voluntary, is due
to death, disability or normal retirement, or is for cause.
In the event that it is determined that a "golden parachute" excise tax is due
under the Internal Revenue Code, the Company will reimburse the Officer for the
amount of such tax, including any excise or income taxes associated with such
reimbursement.
ACCELERATION CLAUSES
The stock options and restricted stock equivalent awards which have been granted
to employees and directors, including the Named Executive Officers, under the
Company's 2000 Incentive Stock Plan, provide for acceleration of vesting in the
event of a change in control of the Company.
EMPLOYMENT AGREEMENT WITH MR. ROSE
Upon Mr. Rose's resignation as President and Chief Operating Officer, North
America, he entered into a Negotiated Employment Agreement and General Release
with Eveready Battery Company, Inc., relating to the terms of his separation.
Under that agreement, he will remain employed in a consulting capacity, at his
current salary as of the time of his resignation, until March 31, 2004. However,
if he accepts other full-time employment prior to that date, he will receive the
balance of his salary continuation in a lump sum payment, and, in addition, the
30,000 restricted stock equivalents credited to him under his Restricted Stock
Equivalent Award Agreement which was granted May 8, 2000 will accelerate and
convert into shares of Common Stock, which will then be issued to him. Under the
terms of the employment agreement, Mr. Rose also received a bonus payment of
$302,400 for fiscal year 2002, but he will not be entitled to any further bonus
payments. Upon reaching age 55, Mr. Rose will continue to be eligible for
retiree benefits under the Company's executive life and health plans.
NOMINATING AND EXECUTIVE COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Nominating and Executive Compensation Committee (the "Committee") consists
entirely of non-employee directors free from relationships with the Company that
might be considered a conflict of interest. It approves direct and indirect
compensation of executive officers and administers and makes awards under the
Company's 2000 Incentive Stock Plan.
COMPENSATION PHILOSOPHY
The overall objective of the Company's compensation philosophy is to reward
management based upon its success in building the shareholder value of the
Company as an independent business. The Company's executive compensation program
is designed to provide a compensation package that, in the aggregate, will
enable the Company to attract and retain highly talented executives and maintain
a performance-oriented culture. In addition, the compensation program is
designed to emphasize stock-based and/or performance target-based incentive
compensation in order to link compensation much more directly to the performance
of the Company's business. The compensation program is intended to be one of
"high risk/ high opportunity"-with base salaries set below competitive levels,
and incentive opportunities for significant annual or long-term compensation.
Compensation packages are weighted toward programs that are contingent upon the
Company's performance and the performance of the Common Stock. The compensation
incentives have taken the form of annual bonuses based on performance targets
for the Company as well as individual assessments, and long-term stock-based
incentives designed to encourage Company stock ownership by executives and a
managerial perspective that is in alignment with shareholders' interests. For
fiscal year 2003, the bonus plan will combine annual and longer-term incentives
designed to drive consistent growth over a multiple-year period.
In determining competitive pay standards, the Committee received market data
from compensation consultants at Towers Perrin, Inc. who reviewed data from
published surveys of pay practices of other U.S.-based corporations of similar
size with which the Company may compete in recruiting executive talent. These
corporations include, but are not limited to, corporations included in the
comparison indices set forth in the Performance Graph on page 25 of this Proxy
Statement.
SALARIES
The base salary component of the compensation package for the executive officers
is set at a level below median levels for comparable executive positions at
comparison companies, with base salaries generally up to 15% below the 50th
percentile for those companies. At the same time, incentive programs are offered
which provide the officers an opportunity to achieve total compensation
considerably above average, in the case of exceptional performance. The
Committee establishes the salaries of key executive officers based on its
assessment of the individual's responsibilities, experience, individual
performance and contribution to the Company's performance. The Committee also
generally takes into account compensation data from other companies as described
above, historical compensation levels at the Company, and the competitive
environment for attracting and retaining executives. The Committee elected to
freeze salaries for the executive officers during fiscal year 2002 at the level
they were at in fiscal year 2001, but believes that it is appropriate, given the
performance of the Company during fiscal year 2002, and the above-described
considerations, to increase salaries of the executive officers for fiscal year
2003. In the summer of 2002, the Company's compensation group conducted a
periodic review of compensation structures of comparable companies to determine
market rates for key executive positions. In the course of its review, it was
determined that the salary of Daniel J. Sescleifer, the Executive Vice President
and Chief Financial Officer, was significantly below the targeted percentage of
market for that position. Because of the importance of Mr. Sescleifer's
contribution to the Company, the quality of his job performance, and concerns
over his retention, management recommended, and the Committee concurred, that
Mr. Sescleifer's salary should be increased in phases to bring it up to target
as quickly as possible. A salary increase was approved immediately, and an
additional increase was approved by the Committee for fiscal year 2003.
A discussion of the Committee's decisions regarding Mr. Mulcahy's annual salary
is set forth below. Salary compensation for the Named Executive Officers is set
forth in the Summary Compensation Table on page 11. Mr. Stiritz does not receive
a salary or an annual cash bonus as compensation for his services as Chairman of
the Management Strategy and Finance Committee, but instead, as noted on page 5
of this Proxy Statement, he has been granted a significant stock option grant
and restricted stock equivalent award. In addition, he is permitted use of
Company aircraft for personal travel and is reimbursed for taxes associated with
such personal use, and such reimbursement, as is Mr. Mulcahy.
ANNUAL AND LONG-TERM CASH
BONUS AWARD PROGRAMS
Annual cash bonuses have generally been awarded each year at, or shortly after,
the end of the Company's fiscal year, in accordance with executive bonus plans
covering the entire fiscal year then ended.
During fiscal year 2002, each of the Company's executive officers had an
opportunity to earn a targeted bonus (which is a percentage of his individual
annual base salary) based upon (1) the achievement of targeted increases in the
Company's earnings per share, and (2) individual performance. If the Company
achieved earnings per share above a minimum threshold, the plan provided that an
individual officer would receive a percentage of his targeted bonus. The
potential percentage could be as much as 70% of his targeted bonus, if the
Company's budgeted estimate for earnings per share, established by the Company
prior to the beginning of the fiscal year, was achieved. In addition, under the
plan, officers could also be awarded from 30% to 45% of their targeted bonuses,
based upon a subjective individual performance rating. Individual performance is
rated based on a subjective assessment of factors including organizational and
management development, technical skills, execution of strategic plans, and
overall quality of performance.
In addition, because of management's desire to effect a turnaround for fiscal
2002, the plan was expanded to provide that if earnings per share exceeded the
budgeted estimate, a pool would be established to increase the bonus potential
for each eligible executive. The size of the pool was calculated using a formula
that provided an additional opportunity for a payout of 2 times the targeted
bonus for each individual. This additional bonus pool created a total bonus
opportunity of 3 times the targeted bonus for each individual (reflecting both
Company and individual performance). At the end of the fiscal year, the pool was
to be distributed selectively among the plan participants.
As a result of tremendous management efforts, the budgeted estimate for earnings
per share for fiscal year 2002 was exceeded, and the bonus plan mandated maximum
payout, as expanded by the bonus pool, to the eligible executive officers. This
payout was adjusted to reflect individual performance for several of the
executive officers. Such adjustments were made subjectively, but in recognition
of the individual contributions of the receiving officers to the achievement of
Company results for the year.
In fiscal year 2001, the minimum threshold for earnings per share was not met
and the portion of the bonus conditioned upon Company performance was not paid.
In addition, upon the recommendation of management, the Committee determined
that, despite its high assessment of the performance of the executive officers,
it would not authorize any bonus payments based upon individual performance
ratings to those officers for fiscal year 2001. Instead, it was decided that if
the Company met or exceeded the budgeted estimate of earnings per share for
fiscal year 2002, the officers would receive the bonus they would have received
under the 2001 bonus plan, based upon their individual performance ratings, in
addition to any bonus that they may have earned under the 2002 bonus plan. The
budgeted estimate of earnings per share was exceeded for fiscal year 2002, so
these officers did receive, as an additional bonus, the amounts they would have
received for fiscal year 2001, based upon their individual performance ratings
for that year.
The Committee's assessment of the performance of the executive officers, other
than Mr. Mulcahy, during this period, was based upon a recommendation from Mr.
Mulcahy. The Committee, after considering a recommendation which it sought from
the Chairman of the Board, subjectively evaluated Mr. Mulcahy's performance
during the past fiscal year.
The Committee expects to continue to utilize executive bonus plans with varying
measures of individual and/or corporate performance. Beginning in fiscal year
2003, however, it has been determined that the focus of the plans will not be
just annual performance, but also consistent growth in earnings per share from
year to year. The annual portion of the bonus plan for fiscal year 2003 will, as
in past years, offer a potential payout of a percentage of an individual
officer's annual bonus target, based upon the achievement of targeted earnings
per share for the Company, and individual performance by the executive officer.
The Company performance portion will not be paid unless earnings per share for
fiscal year 2003 meet or exceed the results for fiscal year 2002. A total annual
bonus payout of up to 1.5 times the individual's bonus target is possible if the
stretch goal for earnings per share for the year is achieved. The long-term
portion of the plan will provide an additional bonus, contingent upon achieving
the Company's budgeted estimate for earnings per share for fiscal year 2003, and
meeting or exceeding that result in the following fiscal year. If the Company's
budgeted estimate for earnings per share for fiscal year 2003 is met or
exceeded, an opportunity is created for the individual to receive an additional
bonus ranging from 25% to 100% of his 2003 targeted bonus after the end of the
next fiscal year, depending upon the earnings per share results for that year.
It is contemplated that a similar bonus plan design, with additional cash
incentives for consistent earnings growth, will be utilized in future years.
DEFERRALS OF BONUS AWARDS
The Committee exercises its discretion in determining whether to permit eligible
employees, including Executive Officers, to defer payment of their cash bonus or
other cash compensation under the terms of the Deferred Compensation Plan. The
terms of that Plan may include, in any particular year, an additional Company
match on deferrals in the Energizer Common Stock Unit Fund of the Plan. It has
been determined that deferrals into the Energizer Common Stock Unit Fund of all
or part of annual cash bonuses earned in fiscal year 2002 will be credited with
a 25% Company match which is subject to certain vesting requirements. The
Committee believes that this provision of the Plan further aligns the
executive's interests with those of shareholders of the Company by encouraging
an investment in Company stock equivalents. It also adds a retention feature
through the vesting requirements.
STOCK AWARDS
Under the Company's 2000 Incentive Stock Plan, stock-based incentive awards,
including stock options and restricted stock awards, may be granted from time to
time. In general, the Committee bases its decisions to grant stock-based
incentives on the number of shares of Common Stock outstanding, the number of
shares of Common Stock authorized under the 2000 Incentive Stock Plan, the
number of options and shares of restricted Common Stock (or equivalents) held by
the executive for whom an award is being considered and the other elements of
the executive's compensation, as well as the Company's compensation objectives
and policies described above. As with the determination of base salaries and
bonus awards, the Committee exercises subjective judgment and discretion in view
of the above criteria.
In May of 2000, the Board approved the grant to key executives (including the
Named Executive Officers) of one-time options which were significantly larger
than average annual grants for peer companies in order to immediately align the
interests of senior management with those of shareholders, and to retain key
individuals during the critical transition stage following the spin-off. In
light of those grants, the Committee has determined that an additional annual
grant to those executives for year 2002 was unnecessary. However, in light of
the increased responsibilities of Joseph W. McClanathan, who was named
President, North America during the past fiscal year, and the competitive pay
position of Daniel J. Sescleifer, the Company's Executive Vice President and
Chief Financial Officer, in September of 2002 the Committee determined that it
was appropriate to grant each officer an additional option to acquire 50,000
shares of Common Stock. Details of those stock options are set forth on page 12
of this Proxy Statement.
Stock options granted by the Committee entitle the recipient to purchase a
specified number of shares of the Company's Common Stock, after certain vesting
provisions have been met, at an option price which is equal to the fair market
value of the Common Stock at the time of grant. They provide executives with an
opportunity to buy and maintain an equity interest in the Company while linking
the executive's compensation directly to shareholder value since the executive
receives no benefit from the option unless all shareholders have benefited from
an appreciation in the value of the Company's Common Stock. In addition, since
the options "vest" serially, generally in three to five segments over a period
of three to five years after the date of grant, they function as a retention
device while encouraging the executive to take a longer-term view about
decisions impacting the Company.
Restricted stock awards consist of grants of the Company's Common Stock, or
stock equivalents convertible into shares of Common Stock, subject to certain
restrictions. The restricted shares may not be sold, pledged or otherwise
transferred until the restrictions lapse. Restricted stock awards further the
goal of retaining key executives by encouraging stock ownership and linking
executive performance with shareholder value.
In May of 2000, the Board of Directors of the Company approved the Shareholder
Value Commitment Program in order to encourage a limited number of key
executives, including the Named Executive Officers, as well as the members of
the Board, to invest in and hold a significant number of shares of the Company's
Common Stock. Under the Program, each of those individuals was granted the
opportunity to receive one restricted stock equivalent, up to an established
limit per individual, for every share of the Company's Common Stock purchased
during the two year period commencing on the date of grant. The executives must
hold the acquired shares for at least three years. The restricted stock
equivalents credited to each executive vest over a three year period, at which
time they convert into an equal number of shares of Common Stock, unless the
executive has elected to defer conversion until termination of employment. The
Program serves not only to encourage Common Stock ownership by the key executive
group but also, by reason of the vesting provisions, helps retain the services
of these individuals.
The value of restricted stock equivalents credited to the Named Executive
Officers is set forth in the Summary Compensation Table on page 11 of this Proxy
Statement.
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
SALARY. In light of the Company's disappointing financial performance during
fiscal year 2001, and management's expressed intention to reduce operating
expenditures, the Committee determined not to increase Mr. Mulcahy's salary for
fiscal year 2002, but instead to keep it at the same level that it was at in
2001. (Mr. Mulcahy's salary has remained unchanged since 1999.) At its meeting
in September of 2002, however, the Committee reviewed Mr. Mulcahy's salary for
fiscal year 2003 in accordance with the general compensation philosophy
described above under SALARIES. The Committee also noted Mr. Mulcahy's stellar
performance during fiscal year 2002. Based upon such review, it was determined
that a significant salary increase for Mr. Mulcahy was appropriate for fiscal
year 2003. However, when informed of the Committee's determination, Mr. Mulcahy
requested that the Committee rescind the increase in order to continue
cost-containment efforts by the Company, and the Committee has acquiesced in his
request.
Mr. Mulcahy participated in the fiscal year 2002 bonus plan described under
ANNUAL AND LONG-TERM CASH BONUS AWARD PROGRAMS above. Under the terms of that
plan, the Committee awarded an annual bonus to Mr. Mulcahy based on the
quantitative increase in earnings per share produced by the Company during the
past fiscal year, as well as a subjective assessment of Mr. Mulcahy's
performance during the year. The Committee was especially pleased with his
leadership in developing a turnaround business plan, motivating the management
team, and directing the Company's efforts to increase profitability, reduce
costs, and maintain market share. Under the terms of the 2002 bonus plan, the
Committee gave Mr. Mulcahy the highest individual performance rating. In
addition, because the Company exceeded its budgeted earnings per share estimates
for fiscal year 2002, he received an additional bonus equal to that which he
would have received under the 2001 plan, based upon his individual performance
rating for that year, but for the Committee's decision of last year to defer
that portion of the bonus.
STOCK AWARDS. In May, 2000 the Committee awarded Mr. Mulcahy options to purchase
Company stock, and the opportunity to receive restricted stock equivalents, as
described above. Those awards were substantially larger than average annual
grants because the Board wanted to provide significant incentive to improve the
Company's operating performance, and to retain Mr. Mulcahy's services over the
vesting period of the options. In light of those awards, no additional stock
options or other stock awards were granted to Mr. Mulcahy during fiscal year
2002.
DEDUCTIBILITY OF CERTAIN EXECUTIVE COMPENSATION
A feature of the Omnibus Budget Reconciliation Act of 1993 sets a limit on
deductible compensation of $1,000,000 per year per person for those executives
designated as Named Executive Officers in the Proxy Statement. The Company has
mandated or reserved the right to mandate the deferral of certain bonus and
salary payments to such officers. While it is the general intention of the
Committee to meet the requirements for deductibility, the Committee may approve
payment of non-deductible compensation from time to time if unusual
circumstances warrant it. The Committee will continue to review and monitor its
policy with respect to the deductibility of compensation.
W. H. Danforth-Chairman R. David Hoover
F. Sheridan Garrison Joe R. Micheletto
H. Fisk Johnson
AUDIT COMMITTEE REPORT
The Audit Committee of the Company's Board of Directors consists entirely of
non-employee directors that are independent, as defined in Sections
303.01(B)(2)(a) and (3) of the New York Stock Exchange Listing Standards. A copy
of the Charter of the Audit Committee was attached to the Company's Proxy
Statement dated December 13, 2000.
Management is responsible for the Company's internal controls and the financial
reporting process. The independent accountants are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and issuing a report
thereon. The Committee's responsibility is to monitor and oversee these
processes.
With respect to the Company's audited financial statements for the Company's
fiscal year ended September 30, 2002, management of the Company has represented
to the Committee that the financial statements were prepared in accordance with
generally accepted accounting principles and the Committee has reviewed and
discussed those financial statements with management. The Audit Committee has
also discussed with PricewaterhouseCoopers LLP, the Company's independent
accountants, the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees) as modified or
supplemented.
The Audit Committee has received the written disclosures from
PricewaterhouseCoopers LLP required by Independence Standards Board Standard No.
1 (Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as modified or supplemented, and has discussed the
independence of PricewaterhouseCoopers LLP with members of that firm. In doing
so, the Committee considered whether the non-audit services provided by
PricewaterhouseCoopers LLP were compatible with its independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Company's Board of Directors that the audited financial
statements for the fiscal year ended September 30, 2002 be included in the
Company's Annual Report on Form 10-K for that year.
Richard A. Liddy-Chairman William H. Danforth
F. Sheridan Garrison
PERFORMANCE GRAPH
The graph below is presented in accordance with SEC requirements. You are
cautioned against drawing any conclusions from the data in the graph, as past
results do not necessarily indicate future performance. The graph does not
reflect the Company's forecast of future financial performance.
Despite anything to the contrary in any of the Company's previous SEC filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following graph as well as the Nominating
and Executive Compensation Committee Report on Executive Compensation and the
Audit Committee Report set forth above will not be incorporated by reference
into any such filings.
The line graph below compares the annual percentage change in cumulative total
shareholder return for the Company's Common Stock with the cumulative total
return of the Standard & Poor's Midcap 400 and Midcap Electronics Indices.
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN ENERGIZER HOLDINGS,
INC. COMMON STOCK ON APRIL 3, 2000 VERSUS THE S&P MID CAP ELECTRONICS AND S&P
400 MID CAP INDICES
[PERFORMANCE GRAPH]
[PERFORMANCE GRAPH]
S&P MIDCAP
ENERGIZER S&P 400 MIDCAPINDEX ELECTRONICS
---------- -------------------- ------------
April-00 . 100.00 100.00 100.00
80.30 100.40 99.30
80.00 99.10 89.10
85.90 100.60 88.70
July-00. . 113.50 102.20 84.20
92.90 113.60 91.00
115.30 112.80 80.00
October-00 92.90 109.00 77.60
90.90 100.70 68.30
100.60 108.50 64.90
January-01 115.80 110.90 76.00
117.20 104.50 69.40
117.60 96.80 63.90
April-01 . 112.10 107.40 64.70
108.50 109.90 62.10
108.00 109.50 65.40
July-01. . 88.20 107.90 63.00
83.20 104.30 65.90
78.20 91.40 58.20
October-01 77.60 95.40 57.20
87.10 102.50 60.20
89.60 107.80 64.70
January-02 96.50 107.20 65.50
102.70 107.40 70.40
111.80 115.00 75.20
April-02 . 112.50 114.50 76.70
126.80 112.60 80.20
128.90 104.30 80.00
July-02. . 126.40 94.20 75.00
134.20 94.70 79.10
143.10 87.10 76.80
DELIVERY OF DOCUMENTS
HOUSEHOLDING OF ANNUAL MEETING MATERIALS. The Securities and Exchange Commission
has approved a rule permitting the delivery of a single set of annual reports
and proxy statements to any household at which two or more shareholders reside,
if the shareholders consent. Each shareholder will continue to receive a
separate proxy card. This procedure, referred to as householding, reduces the
volume of duplicate information you receive, as well as our expenses. In order
to take advantage of this opportunity, we have delivered only one proxy
statement and annual report to multiple shareholders who shared an address as of
June 1, 2002, unless we received contrary instructions from the impacted
shareholders prior to the mailing date. If you prefer to receive separate copies
of our proxy statement or annual report, either now or in the future, we will
promptly deliver, upon your written or oral request, a separate copy of the
proxy statement or annual report, as requested, to any shareholder at your
address to which a single copy was delivered. Notice should be given to the
Secretary, Energizer Holdings, Inc., 533 Maryville University Drive, St. Louis,
Missouri 63141 (Tel. No. (314) 985-2161.) If you are currently a shareholder
sharing an address with another shareholder and wish to have only one proxy
statement and annual report delivered to the household in the future, please
contact us at the same address.
ELECTRONIC DELIVERY. For next year's Annual Meeting of Shareholders, you can
help us save significant printing and mailing expenses by consenting to access
the proxy statement and annual report electronically over the Internet. If you
choose to vote over the Internet, you can indicate your consent to electronic
access to these documents by following the instructions at the Internet voting
website noted on your proxy card. If you do not choose to vote over the
Internet, or if you are not given the opportunity to consent to electronic
access over the Internet, but would still like to consent, you may contact the
Secretary, Energizer Holdings, Inc., 533 Maryville University Drive, St. Louis,
Missouri 63141 (Tel. No. (314) 985-2161.) If you choose to receive your proxy
statement and annual report electronically, then prior to next year's annual
meeting you will receive e-mail notification when the proxy statement and annual
report are available for your on-line review over the Internet. Your choice for
electronic distribution will remain in effect indefinitely, unless you revoke
your choice by sending written notice of revocation to the address noted above.
However, if the e-mail notification is returned as "undeliverable", a hard copy
of the proxy materials and annual report will be mailed to your last known
address.
SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING
Any proposals to be presented at the 2004 Annual Meeting of Shareholders must be
received by the Company, directed to the attention of the Secretary, no later
than August 12, 2003 in order to be included in the Company's proxy statement
and form of proxy for that meeting. Upon receipt of any proposal, the Company
will determine whether or not to include the proposal in the proxy statement and
proxy in accordance with regulations governing the solicitation of proxies. The
proposal must comply in all respects with the rules and regulations of the
Securities and Exchange Commission and the Bylaws of the Company.
In order for a shareholder to nominate a candidate for director, under the
Company's Bylaws timely notice of the nomination must be received by the Company
in advance of the meeting. Ordinarily, such notice must be received not less
than 90 days before the meeting (but if the Company gives less than 90 days' (1)
notice of the meeting or (2) prior public disclosure of the date of the meeting,
then such notice must be received within 7 days after notice of the meeting is
mailed or other public disclosure of the meeting is made), or prior to October
28, 2003 for the 2004 Annual Meeting. The shareholder filing the notice of
nomination must describe various matters regarding the nominee, including such
information as name, address, occupation and shares held.
In order for a shareholder to bring other business before a shareholder meeting,
timely notice must be received by the Company prior to the time described in the
preceding paragraph. Such notice must include a description of the proposed
business, the reasons therefor, and other specified matters. These requirements
are separate from and in addition to the requirements a shareholder must meet to
have a proposal included in the Company's Proxy Statement.
In each case, the notice must be given to the Secretary of the Company, whose
address is 533 Maryville University Drive, St. Louis, Missouri 63141. A copy of
the Company's Bylaws will be provided without charge upon written request to the
Secretary.
By order of the Board of Directors,
/s/ Timothy L. Grosch
Timothy L. Grosch
Secretary
December 9, 2002
December 9, 2002
Dear Savings Investment Plan Participant:
Enclosed are a proxy statement, a proxy and an Annual Report for the Annual
Meeting of Shareholders of Energizer Holdings, Inc. to be held on January 27,
2003. The enclosed proxy relates to shares of Energizer Common Stock of which
you are the record holder and to shares of Energizer Common Stock credited to
your account in the Energizer Holdings, Inc. Savings Investment Plan or the
Nestle Purina PetCare Company Savings Investment Plan (the "Plans").
The Trustee of each Plan will vote all shares of Energizer Common Stock held in
its respective Plan as of November 22, 2002. Shares credited to your account as
of November 14, 2002 will be voted in accordance with your instructions on the
enclosed proxy card. Any credited shares for which no instructions are received
by the Trustee, and any shares in the Plan that were credited between November
14, 2002 and November 22, 2002, will be voted by the Trustee in the same
proportion as the shares for which instructions were received from all
participants in that Plan.
Please complete, sign and date the enclosed proxy. It should be returned, in
the postage-paid envelope provided, to Continental Stock Transfer & Trust
Company, which acts as tabulator. Alternatively, you may vote by telephone or
via Internet. However you decide to vote, in order to provide the tabulator
sufficient time to tabulate the votes, it has been requested that all proxies be
returned, or votes be cast, as promptly as possible, but no later than January
24, 2003.
You may also have received additional proxy statements and proxies relating to
other shares of Energizer Common Stock held by you. These proxies are not
duplicates of the one enclosed and we ask that they also be voted as described
in the instructions enclosed with them.
J. PATRICK MULCAHY
Chief Executive Officer
[LANGUAGE ON FRONT OF PROXY CARD]
Proxy by Mail Please mark
your votes X
like this
ENERGIZER HOLDINGS, INC. COMMON STOCK
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR":
For All Withhold For All
Nominees Except
1. Election of Directors Nominees: 01 H. Fisk
------ ------ ----- Johnson, 02 J. Patrick
Mulcahy, 03 William P.
Stiritz, 04 Pamela M.
Nicholson, 05 W. Patrick
McGinnis
To withhold authority to
vote for any nominees
listed above, mark the
"For All Except" box
and write the name(s) of
the nominee(s) from whom
you wish to withhold
authority to vote in the
space provided below.
______________________________________________
Please be sure to sign Mark box at right if you plan to
and date this Proxy Card. attend the Annual Meeting on
January 27, 2003.
IF YOU WISH TO VOTE ELECTRONICALLY --------
PLEASE READ THE INSTRUCTIONS BELOW
COMPANY NUMBER:
PROXY NUMBER:
ACCOUNT NUMBER:
SIGNATURE SIGNATURE DATE
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) HEREON. WHEN SIGNING AS ATTORNEY,
EXECUTOR, TRUSTEE, GUARDIAN, OR OFFICER OF A CORPORATION, PLEASE GIVE TITLE AS
SUCH. FOR JOINT ACCOUNTS, ALL NAMED HOLDERS SHOULD SIGN. IF YOU RECEIVE MORE
THAN ONE PROXY CARD, PLEASE SIGN ALL CARDS AND RETURN IN THE ACCOMPANYING
POSTAGE-PAID ENVELOPES.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
VOTE BY TELEPHONE OR INTERNET
QUICK *** EASY *** IMMEDIATE
ENERGIZER HOLDINGS, INC.
* You can now vote your shares electronically through the Internet or the
telephone.
* This eliminates the need to return the proxy card.
* Your electronic vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed, dated, and returned the proxy
card.
TO VOTE YOUR PROXY BY INTERNET
-----------------------------------
WWW.ENERGIZER.COM
Have your proxy card in hand when you access the above website. Select
"ENR Shareholder Proxy Voting". You will be prompted to enter the company
number, proxy number, and account number to create an electronic ballot.
Follow the prompts to vote your shares.
TO VOTE YOUR PROXY BY MAIL
-------------------------------
Mark, sign, and date your proxy card above, detach it, and return it in the
postage-paid envelope provided.
TO VOTE YOUR PROXY BY PHONE
--------------------------------
1-800-293-8533
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter the company number, proxy
number, and account number. Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE ABOVE CARD IF VOTED ELECTRONICALLY
-----------------------------------------------------------
[LANGUAGE ON BACK OF PROXY CARD]
ENERGIZER HOLDINGS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON JANUARY 27, 2003
P This proxy when properly executed will be voted in the manner
directed herein by the undersigned Shareholder. IF NO DIRECTION IS
R MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1. The undersigned
hereby appoints J.P. Mulcahy and H.L. Strachan as Proxies, with
O the power of substitution, to represent and to vote, as designated
below, all the shares of the undersigned held of record on November
X 22, 2002, at the Annual Meeting of Shareholders to be held on January
27, 2003 and any adjournments thereof.
Y (IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)
This proxy covers all Energizer Holdings, Inc. Common Stock you own
in any of the following ways (provided the registrations are
identical):
- Shares held of record
- Energizer Holdings, Inc. Savings Investment Plan
- Nestle Purina PetCare Company Savings Investment Plan
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FOLD AND DETACH HERE
2003 ANNUAL MEETING ADMISSION TICKET
ENERGIZER HOLDINGS, INC.
2003 ANNUAL MEETING OF SHAREHOLDERS
MONDAY, JANUARY 27, 2003
2:30 P.M. LOCAL TIME
ENERGIZER WORLD HEADQUARTERS
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS, MISSOURI 63141
PLEASE PRESENT THIS TICKET FOR ADMITTANCE TO THE ANNUAL MEETING.
ADMITTANCE WILL BE BASED UPON AVAILABILITY OF SEATING.
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The following will only be provided to individuals choosing to vote over
the Internet:
ANNUAL MEETING ATTENDANCE
WILL YOU ATTEND THE ANNUAL MEETING?
Yes No
---- -----
WOULD YOU LIKE TO RECEIVE THE ANNUAL REPORT AND PROXY STATEMENT ELECTRONICALLY
NEXT YEAR? If you select yes, you will NOT receive an annual report or proxy
statement in the mail, but may view and print them from the Internet. If you
select no, you will continue to receive all proxy materials in the mail. With
either option you will receive your proxy card in the mail and be able to vote
through the internet, by telephone, or by mail.
Yes No
---- -----
If you selected YES above, please enter your email address below. By providing
my email address below, I consent to future delivery of annual reports and proxy
statements of Energizer Holdings, Inc. electronically via the Internet at a
webpage which will be disclosed to me. I understand that the Company may no
longer distributed printed materials to me for any future shareholder meetings
until such consent is revoked. I understand that I may revoke my consent at any
time by contacting the Company's Secretary, 533 Maryville University Dr., St.
Louis, MO 63141, and that costs normally associated with electronic delivery,
such as usage and telephone charges, as well as any costs I may incur in
printing documents, will be my responsibility.