EDGEWELL PERSONAL CARE Co
For the period ended Feb 6, 2025. Filed Dec 19, 2024.
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Feb 6, 2025 · Filed Dec 19, 2024
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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 (Amendment No. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
EDGEWELL PERSONAL CARE COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
HELP US IN ONE SMALL WAY TO PROTECT THE ENVIRONMENT
ELECTRONIC DELIVERY OF PROXY MATERIALS
At Edgewell, we believe in operating our business responsibly and view our sustainability efforts as an enabler of our growth strategy. Our Sustainable Care 2030 strategy continues to guide us forward as we pursue our ambitious goals and explore new ways to create a positive impact, such as taking action to help conserve natural resources.
| | To express our appreciation and compound your positive impact, Edgewell is partnering with the Arbor Day Foundation to plant a tree in a forest of need for everyone who switches to digital delivery of their documents. | | | | | | Sign up for E-Delivery at: proxyvote.com. | | |
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| | Choosing to go paperless means less paper waste in the environment, helping fulfill our commitment to protect the planet we all share. | | | | Please follow the instructions to vote your shares and, when prompted, indicate that you agree to receive or access proxy materials electronically for future years. Have your control number available. | | |||
Letter to our Shareholders
from our President and Chief Executive Officer
and our Non-Executive Chairman of the Board
December 19, 2024
Dear Fellow Shareholders,
You are cordially invited to attend the Annual Meeting of Shareholders of Edgewell Personal Care Company to be held on February 6, 2025 at 8:30 a.m. Eastern Time at the Renaissance Daytona Beach Oceanfront Hotel, 640 North Atlantic Avenue, Daytona Beach, Florida.
Fiscal 2024 Accomplishments
As we exit the year, and at a macro level, the external environment in which we are operating is mixed. The consumer remains cautious, and in the U.S., consumption across our categories slowed through the year. Inflation, though moderating, remains, and the currency environment continues to be volatile.
Despite these factors, and in a year where top-line growth was below our expectations, our broader strategies continue to yield good results and the strength of our business model remains clear.
Our results in fiscal 2024 further demonstrate the progress we are making in transforming our business, and the effectiveness of the strategy and business model we launched just under four years ago.
Strengthening our Executive Leadership Team
While we remain on track to deliver on our goal of transforming Edgewell into a growing, sustainable, and consumer-centric personal care company, we understand that our journey is still ongoing. In 2024, we continued to refine our leadership team and organization, bringing in a new President of North America, Jessica Spence, and promoting Dan Sullivan to Chief Operating Officer and Francesca Weissman to Chief Financial Officer.
Jessica is a seasoned and accomplished leader with an impressive brand-building and operational background, balanced with a strong track record of driving revenue and profit growth. We are confident that she will strengthen our North America business and position us as a key innovator, partner, and disruptor within the industry. Jessica’s expertise and results-based approach aligns perfectly with Edgewell’s goals of operating with agility and becoming even more consumer-centric, all while continuing to deliver on commercial execution as we move towards the future.
Dan has been with Edgewell since 2019, first as Chief Financial Officer and most recently combining that role with the role of President of Europe and Latin America. Dan’s appointment will streamline and strengthen the Company’s leadership structure, narrow spans of control, enhance the speed of decision-making and improve enterprise execution against critical business priorities to maximize performance.
As part of Dan’s expanded role, we announced in August 2024 that we would be streamlining all our international markets under Dan’s leadership. International now makes up to 44% of our business, so this leadership change effectively simplifies our operating structure to allow for greater focus on commercial innovation and operational execution and better position Edgewell for sustainable top- and bottom-line growth. Our local leadership teams have a broader voice in innovation, and investment and are now executing on the strategies that they have developed.
Francesca assumed her role as Chief Financial Officer on December 1, formerly serving as the Senior Vice President of Finance and Business Strategy. She will report to Dan and continue to lead all aspects of corporate FP&A and commercial and operational finance. Her additional responsibilities as CFO will include oversight of Controllership and Accounting, Investor Relations, Internal Audit, Tax and Treasury.
We are confident these changes will better position us to deliver on our overarching strategy to drive sustainable top- and bottom-line growth.
Board Leadership and Refreshment
Our Board plays a key role in helping Edgewell execute our strategic plan, manage risk, and create shareholder value. We believe our Board has the right mix of backgrounds, skills, and experiences to do this while representing the diverse interests of our stakeholders — consumers, customers, employees, shareholders, and the communities where our employees work and live.
We also understand that a strong Board must anticipate the needs and demands of the future, and we remain committed to a Board that provides diverse perspectives and broad backgrounds. In September, we welcomed Stephanie Stahl to the Board. As a consumer-driven and sustainability-focused business leader, brand builder, board member and advisor, Stephanie has extensive marketing and strategy experience in high-growth, turnaround, and early-stage operating environments. We believe Stephanie’s consumer goods background is particularly relevant as we continue to execute our near- and long-term strategic priorities. We would also like to recognize Joe O’Leary and thank him for his years of service and the contributions he has made to the Company, and we wish him the best in the future.
Looking Ahead
Overall, we exit fiscal 2024 a stronger, more capable business, one that is better equipped to continue to get closer to our consumers and to build brands people love.
Our outlook for 2025 is underpinned by five overarching priorities:
Strengthen our Right to Play categories in the U.S. to better compete for the long term;
Fortify and accelerate our consumer-centric innovation platform;
Strengthen and leverage growth across our International business;
Improve service levels and our broader execution across the business as we continue on our path to becoming a world class supply chain organization and ultimately, a preferred partner to retailers; and
Strengthen critical, underlying commercial capabilities across the enterprise to drive continued organic top-line growth.
While the external environment remains extremely challenging, and while there is always more to do, the fundamental improvements we’ve made across our business are delivering the expected results and give us confidence that the strategic priorities and choices we’ve made are driving the desired outcomes.
We encourage you to review this Proxy Statement to learn more about the Board, our governance practices, compensation programs and philosophy, and other important developments and priorities at Edgewell. Your vote at the Annual Meeting is important. Whether or not you plan to attend the meeting, we urge you to vote as soon as possible. There are several ways to vote prior to the Annual Meeting. You can vote online or by phone by following the instructions on the enclosed proxy, or you can complete, sign, date and return the enclosed proxy in the envelope provided.
We would like to thank you for your continued interest and investment in Edgewell and for your ongoing engagement with our Company.
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| | John C. Hunter Non-Executive Chairman of the Board of Directors | | | Rod R. Little President and Chief Executive Officer | |
EDGEWELL PERSONAL CARE COMPANY
6 Research Drive
Shelton, Connecticut 06484
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
The 2025 Annual Meeting of Shareholders of Edgewell Personal Care Company (the “Annual Meeting”) will be held at 8:30 a.m. Eastern Time on Thursday, February 6, 2025 at the Renaissance Daytona Beach Oceanfront Hotel, 640 North Atlantic Avenue, Daytona Beach, Florida.
The purpose of the meeting is:
| | | 1 | | | | Election of 10 directors to serve until the 2026 Annual Meeting of Shareholders | | | | FOR | | |
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| | | 2 | | | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2025 | | | | FOR | | |
| | | 3 | | | | Non-binding advisory vote on executive compensation paid to our named executive officers | | | | FOR | | |
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting. We are mailing to many of our shareholders a notice of availability over the Internet of the proxy materials, rather than mailing the proxy materials. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on obtaining a paper copy. This process will reduce our costs to print and distribute our proxy materials. All shareholders who do not receive such a notice of availability, and any shareholders who request to receive a paper copy of the proxy materials, will receive a full set of paper proxy materials by U.S. mail.
How to Cast Your Vote. You may vote if you were a shareholder of record on November 29, 2024. It is important that your shares be represented and voted at the Annual Meeting. Please vote in one of the following ways:
| | | Internet | | | | Phone 1-800-690-6903 | | | | | | | In Person | | | |
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| | | www.proxyvote.com using the control number indicated on the notice of availability or proxy card mailed to you | | | | Deadline for voting by phone is 11:59 p.m. (ET) on February 5, 2025 | | | | Mark, sign, date and promptly return the proxy card in the postage-paid envelope | | | | Vote by written ballot at the Annual Meeting | | |
This Notice, the Proxy Statement, and our 2024 Annual Report on Form 10-K have also been posted atwww.proxyvote.com.
By Order of the Board of Directors,
LaTanya Langley
Chief People Officer & Chief Legal Officer
and Corporate Secretary
December 19, 2024
Awards
| | | | | | FORBES AMERICA’S BEST MIDSIZE EMPLOYERS Edgewell was ranked #2 out of 400 companies on Forbes’ list of America’s Best Midsize Employers for 2024 — our first time being listed and a testament to our commitment to being a people first employer. | | |
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| | | | | | FAST COMPANY’S WORLD CHANGING IDEAS Edgewell’s Banana Boat brand was recognized by Fast Company as a Nature Finalist in their World Changing Ideas category for its “Nest Domes” project aimed at supporting sea turtle conservation. The award highlights creative projects across a variety of topics that are helping to shape the world, including innovative sustainability initiatives. Research shows that 99% of sea turtles have been born female as a result of rising sand temperatures. Banana Boat’s LATAM team partnered with The Colombian Sea Turtle Conservation Program and VML to create natural domes aimed at regulating sand temperatures on beaches in order to create ideal conditions in the hopes of achieving an even proportion of female and male newborn sea turtle hatchlings. | | |
| | | | | | USA TODAY’S AMERICA’S CLIMATE LEADERS Edgewell has been recognized as one of the Climate Leaders in America, the second time USA Today has published its ranking of American companies that achieved the greatest reduction in core emissions intensity. The selection, which was based on a company’s progress in reducing their Scope 1 and 2 greenhouse gas emission intensity, recognizes Edgewell’s work toward being a part of a world in which caring for ourselves is balanced with caring for our shared planet and society. | | |
| | | | | | NEWSWEEK’S AMERICA’S GREATEST WORKPLACES FOR DIVERSITY Newsweek and market data research firm, Plant-A, have recognized Edgewell as one of the greatest workplaces for diversity. This recognition is a testament to our commitment to building and sustaining an inclusive workplace where every individual feels respected, valued, and supported, regardless of gender, race, or any other characteristic. Edgewell continues to prioritize our teammates and nurture a culture of openness and trust. | | |
| | | | | | U.S. EPA 2024 SMARTWAY® EXCELLENCE AWARD Edgewell has received the SmartWay® Excellence Award from the U.S. Environmental Protection Agency, as a true industry leader in freight and supply chain environmental performance and energy efficiency. Edgewell was one of 18 shipper companies to receive this distinction, representing the best environmental performers of SmartWay’s more than 4,000 partners. Edgewell has earned this recognition through its deliberate efforts to better optimize and manage distribution. Additionally, Edgewell works to maximize truckloads and consolidate shipments in order to reduce the number of trucks going to any one customer — thereby making fewer, fuller journeys and reducing the total freight miles traveled. | | |
Fiscal 2024 Performance Highlights
| | | | | | Returned approximately $90 million to shareholders in the form of $59 million in share repurchases and $31 million of dividends in the full fiscal year. | | |
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| | | | | | Our Right to Win portfolio grew by about 5%, fueled by 7% growth in global Sun Care, while our Grooming brands grew almost 6% for the year. | | |
| | | | | | From a geographic perspective, our international markets grew by over 7% and now make up about 44% of our total business, and our Right to Win portfolio in North America grew over 3%, with our leading Sun Care and Grooming portfolios both growing mid-single digits. | | |
| | | | | | Recognized as one of America’s Most Responsible Companies by Newsweek and Statista for the 5th year running. In 2024, we rose to #19 overall — and #3 in our industry. Recognized by USA Today and Statista among their list of America’s Climate Leaders in 2024. Recipient of the Environmental Protection Agency’s SmartWay Excellence Award as a true industry leader in freight and supply chain environmental performance and energy efficiency, one of only 18 shipper companies to receive the award in 2024. Ranked #2 out of 400 companies listed on Forbes’ America’s Best Midsize Employers in 2024 — our first time being listed and a testament to our commitment to being a people-first employer. HR Best Practice Pioneer in South China by The American Chamber of Commerce’s Multinational HR Management Association. Named as one of America’s Best Employers for Women by Forbes Magazine. Named by Newsweek and Plant-A Insights Group’s list of America’s Greatest Workplaces for Diversity as well as their America’s Greatest Workplaces for Women. Named one of the UK’s Best Workplaces in Manufacturing, Production & Transportation by Great Places to Work®. | | |
| | | | | | The Billie brand continued to win in Women’s Shave, gaining 260 basis points of share as it entered select women’s grooming categories with Walmart, while continuing its journey towards becoming what we believe will be the pre-eminent women’s lifestyle brand. | | |
| | | | | | Sun and Skin Care net sales for fiscal 2024 were $740.8 million, an increase of $35.3 million, or 5%. Organic net sales increased $32.8 million, or 4.6%, driven by Sun Care growth of 9.1% in international markets and 6.1% in North America, as well as 5.5% growth in global Grooming. | | |
Our Purpose and Values
Make useful things joyful — this is our purpose, our north star that guides everything we do. We infuse joy into our daily interactions, and we create products that are functional and bring happiness to people. Our values are core to our purpose and inspire our collaborations with teammates, our partnerships with customers, and our connection to consumers. As we innovate for the future, these values are the beacon that keep us on course. They aren’t just words on a page, we live them. They define our expectations — of our products, our company, and ourselves.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.