Energizer (NYSE: ENR) investors reelect board, ratify PwC and back pay

Rhea-AI Filing Summary

Energizer Holdings, Inc. reported results from its January 30, 2026 annual shareholder meeting. Of 68,570,616 shares outstanding and entitled to vote, 62,840,438 were represented, establishing a quorum.

All ten director nominees, including Cynthia J. Brinkley, Delaney Steele, and Robert V. Vitale, were elected to serve until the 2027 annual meeting or until successors are elected and qualified. Shareholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 61,709,689 votes for, 996,342 against, and 134,407 abstentions.

In a non-binding advisory vote, shareholders approved the Company’s executive compensation as described in its proxy statement, with 55,568,979 votes for, 1,984,638 against, and 188,683 abstentions, and 5,098,138 broker non-votes. Following the meeting, the Board appointed Delaney Steele to the Audit and Nominating and Governance Committees, effective January 30, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): 1/30/2026

_____________________________________________________________________________________

Energizer Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri

1-36837

36-4802442

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

8235 Forsyth Boulevard, Suite 100

St. Louis, Missouri 63105

(Address of principal executive offices)

Registrant’s telephone number, including area code: (314) 985-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $.01 per share			ENR			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 30, 2026, Energizer Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, of the 68,570,616 shares outstanding and entitled to vote, 62,840,438 were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1: Management’s nominees for director were elected to serve until the Annual Shareholders’ Meeting to be held in 2027, or until their respective successors are elected and qualified, by the votes of the shareholders set forth in the table below:

Nominee			For			Against			Abstain			Broker Non-Votes
Cynthia J. Brinkley			56,496,202			1,108,394			137,704			5,098,138
Rebecca D. Frankiewicz			57,269,657			340,678			131,965			5,098,138
Kevin J. Hunt			57,098,573			510,268			133,459			5,098,138
James C. Johnson			56,675,814			933,867			132,619			5,098,138
Mark S. LaVigne			57,203,946			405,365			132,989			5,098,138
Patrick J. Moore			57,178,279			435,019			129,002			5,098,138
Donal L. Mulligan			57,272,332			336,456			133,512			5,098,138
Nneka L. Rimmer			57,153,037			441,044			148,219			5,098,138
Delaney Steele			57,352,870			251,366			138,064			5,098,138
Robert V. Vitale			48,122,636			9,487,264			132,400			5,098,138

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2026 was ratified by the votes of the shareholders set forth in the table below:

For			Against			Abstain
61,709,689			996,342			134,407

Proposal 3: The Company’s executive compensation, as described in the Company’s Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:

									Broker
For			Against			Abstain			Non-Votes
55,568,979			1,984,638			188,683			5,098,138

Item 8.01 Other Events.

Following the Annual Meeting, the Board of Directors appointed Ms. Steele to the Audit and Nominating and Governance Committees effective January 30, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

ENERGIZER HOLDINGS, INC.

By:  /s/ John J. Drabik                                       

John J. Drabik 

Executive Vice President and Chief Financial Officer

Dated: February 3, 2026

FAQ

What key decisions were made at Energizer (ENR) 2026 annual meeting?

Shareholders elected all ten director nominees, ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, and approved executive compensation in a non-binding advisory vote, confirming support for the company’s board, governance structure, and pay practices at the January 30, 2026 meeting.

How many Energizer (ENR) shares were represented at the 2026 annual meeting?

At the annual meeting, 62,840,438 Energizer shares were represented out of 68,570,616 shares outstanding and entitled to vote. This level of participation constituted a quorum, allowing shareholders to validly act on director elections, auditor ratification, and the advisory vote on executive compensation.

Did Energizer (ENR) shareholders approve the 2026 say-on-pay proposal?

Yes. Shareholders approved Energizer’s executive compensation on an advisory basis, with 55,568,979 votes for, 1,984,638 against, and 188,683 abstentions, plus 5,098,138 broker non-votes. This outcome indicates broad shareholder support for the pay programs described in the company’s proxy statement.

Was PricewaterhouseCoopers reappointed as Energizer (ENR) auditor for 2026?

Yes. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Energizer’s independent registered public accounting firm for fiscal 2026, with 61,709,689 votes for, 996,342 against, and 134,407 abstentions, signaling continued investor confidence in the company’s external audit relationship.

Which directors did Energizer (ENR) shareholders elect at the 2026 meeting?

Shareholders elected ten nominees, including Cynthia J. Brinkley, Rebecca D. Frankiewicz, Delaney Steele, and Robert V. Vitale, to serve until the 2027 annual meeting or until successors are elected and qualified. Vote totals showed strong majority support for each director candidate on the ballot.

What new committee role did Delaney Steele receive at Energizer (ENR)?

Following the annual meeting, the board appointed Delaney Steele to Energizer’s Audit Committee and Nominating and Governance Committee, effective January 30, 2026. This expands her responsibilities in overseeing financial reporting and corporate governance matters at the company.