EDGEWELL PERSONAL CARE Co
For the period ended Feb 5, 2026. Filed Dec 22, 2025.
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Feb 5, 2026 · Filed Dec 22, 2025
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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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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 goals and explore new ways to create a positive impact, such as taking action to help conserve and restore natural resources and ecosystems.
| | 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 22, 2025
Dear Fellow Shareholders,
You are cordially invited to attend the Annual Meeting of Shareholders of Edgewell Personal Care Company to be held on February 5, 2026 at 8:30 a.m. Eastern Time at the Company’s offices located at 780 Third Avenue, New York, New York 10017.
Fiscal 2025 Accomplishments
In fiscal 2025, we delivered strong results in key areas of our business: our international markets continued to expand, innovation gained traction across our portfolio, and our supply chain optimization efforts drove meaningful savings. We also made decisive, transformational choices that we believe fundamentally repositioned Edgewell for long-term value creation. By streamlining our portfolio and simplifying our U.S. commercial organization, we have sharpened our focus on the categories and brands where we hold clear competitive advantages.
The year also presented challenges, both externally and internally, as we navigated tariffs, foreign exchange volatility, geopolitical tensions, and consumer uncertainty, all of which impacted our financial performance and stressed our global supply chain. We experienced weaker-than-expected Sun Care seasons in North America and parts of Latin America, and a slower-than-expected recovery in Feminine Care.
As announced during our earnings call in November, we have made the decision to divest our Feminine Care business, with an anticipated closing in the first calendar quarter of 2026. This strategic divestiture is a key step forward as we continue to transform Edgewell into a more focused, agile, and consumer-driven personal care company. We believe that by focusing our attention and resources on the categories where we have clear competitive advantages and strong momentum — Shave, Sun and Skin Care, and Grooming — we are positioning Edgewell to deliver sustainable growth, stronger margins, and long-term value for our shareholders. Together with the changes we have made to our U.S. commercial organization, including elevating our talent pool, we are actively strengthening our portfolio and building a better and more durable business.
In the U.S., we have initiated a bold transformation aimed at returning the business to profitable, sustained top-line growth over time. In the last year we conducted a thorough strategic review and identified core strengths as well as key areas that have hindered performance. Our category positions are structurally attractive — we are a leader in Sun Care, a fast-growing upstart in men’s Grooming and have a unique branded and private label position in Shave. Our brands have established solid awareness and are backed by robust product delivery capabilities. We have strong technical know-how and capabilities with owned assets and a deep R&D bench. We continue to run the business with a commitment to discipline across operations, cost management, and capital deployment.
While fiscal 2025 was a year of both challenge and transformation, we exited the year with real momentum — our strongest sales quarter in nearly two years, with improving market share trends, and a revitalized brand portfolio. We’ve reshaped our structure, sharpened our strategy, and built a foundation for growth. As we enter fiscal 2026, we’re focused on execution, margin recovery, and delivering sustainable shareholder value.
Looking Ahead
For fiscal 2026, we believe we have developed a balanced and achievable plan, underpinned by continued strong performance in our international markets and further productivity savings. These efforts are expected to fuel both investment in our brands and adjusted gross margin accretion. At the same time, we are focusing on stabilizing our North
America business, even as we anticipate that the macro environment will remain challenging, with muted category growth and the consumer continuing to be cautious around discretionary spending.
In North America, we believe that fiscal 2026 will be a year of transition and foundation-building for longer-term growth. We expect to begin realizing the benefits of our ongoing initiatives through the stabilization of our North America business, while simultaneously laying the groundwork for renewed growth in 2027 and beyond.
We are confident in our North America team’s ability to transform our business, supported by their commitment to addressing key areas of opportunity outlined below:
We are recommitting to our Shave business where we have a differentiated position across branded and private label, underpinned by solid brand awareness and excellent product performance. While we recognize that it will take time to rebuild distribution and share, our immediate focus is to begin stabilizing performance and setting the foundation for future growth. In fiscal 2026, we plan to further optimize our North America Shave business and manufacturing footprint — streamlining operations, reducing duplication, and unlocking working capital. By investing in blade excellence, and embracing next-generation automation and digital tools, we are building a more agile, resilient, and customer-focused supply chain. These actions are designed to enable faster responses to consumer demand, drive innovation, and position us for sustained margin improvement. Importantly, we believe these operational enhancements will not only deliver meaningful productivity savings but also support reinvestment in our core brands and innovation pipeline — strengthening our leadership in a highly competitive market.
We are taking decisive action to increase investment behind our 5 focus brands — Schick®, Billie®, Hawaiian Tropic®, Banana Boat® and Cremo®. By shifting our strategy toward sustained brand building and a balanced marketing mix, we are committed to restoring brand equity, driving deeper consumer engagement, and positioning our portfolio for durable growth.
We have simplified our structure in the U.S. to support faster decisions, greater investment in growth capabilities, and increased ownership and accountability. We’ve implemented a significant organizational redesign by launching a streamlined U.S. commercial organization, bringing together a new talented, proven leadership team and we are ramping up new teams dedicated to improving our capabilities in insights and analytics, brand building, and revenue growth management.
As we look ahead to fiscal 2026, Edgewell is committed to executing a disciplined roadmap designed to deliver sustainable improvement and long-term value. With the focused actions we are taking, we are confident in our ability to navigate a dynamic environment and position Edgewell for renewed growth and enhanced shareholder returns.
We would also like to recognize director James C. Johnson 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.
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 | |
6 Research Drive
Shelton, Connecticut 06484
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
The 2026 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 5, 2026 at the Company’s offices located at 780 Third Avenue, New York, New York 10017.
The purpose of the meeting is:
| | | | | | | | | | | Board Recommendations | | |
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| | | 1 | | | | Election of the 9 directors named in this Proxy Statement to serve until the 2027 Annual Meeting of Shareholders | | | | FOR | | |
| | | 2 | | | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2026 | | | | FOR | | |
| | | 3 | | | | Approval, on an advisory (non-binding) basis, of the executive compensation paid to our named executive officers | | | | FOR | | |
| | | 4 | | | | Approval of the Company’s 3rd Amended and Restated Stock Incentive Plan | | | | FOR | | |
Note: Including such other business as may properly come before the meeting or any adjournment or postponement thereof.
We are mailing to many of our shareholders a notice of Internet availability of the proxy materials, rather than mailing the proxy materials. The notice of Internet 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 Internet 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 28, 2025. It is important that your shares be represented and voted at the Annual Meeting. All voting, other than in-person at the Annual Meeting, must be completed by 11:59 p.m. (ET) on February 4, 2026. Please vote in one of the following ways:
| | | Internet | | | | Telephone | | | | | | | 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 | | | | 1-800-690-6903 | | | | 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 2025 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 22, 2025
Awards
| | | | | | FORBES AMERICA’S BEST MIDSIZE EMPLOYERS Ranked in the top 25 of companies listed on Forbes America’s Best Midsize Employers in 2025 — and ranked #1 among those in the packaged goods industry. This recognition is a testament to our dedication to creating a workplace and culture where team members feel valued, supported and empowered in their roles. | | |
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| | | | | | USA TODAY’S AMERICA’S CLIMATE LEADERS Recognized as one of America’s Climate Leaders by USA Today based on its ranking of American companies that have achieved the greatest reductions in core GHG emissions intensity. | | |
| | | | | | NEWSWEEK & STATISTA’S AMERICA’S MOST RESPONSIBLE COMPANY Ranked one of America’s Most Responsible Companies by Newsweek, in partnership with Statista, for the sixth year in a row. This distinction reflects our deep commitment to responsible business practices, continuous improvement and creating a meaningful, lasting impact. | | |
| | | | | | CHINA’S 51JOB NAMES EDGEWELL A TOP EMPLOYER The Edgewell China Commercial team was recognized as a 2025 Top Employer by 51job — one of the most respected job boards in China. The selection process was rigorous, evaluating everything from employer brand and talent development to business performance and teammate wellbeing. Out of thousands of companies, only 10 in the consumer goods industry received this distinction. | | |
| | | | | | GREAT PLACE TO WORK® CERTIFIES EDGEWELL We’re excited to share that Edgewell has been recognized as a Great Place to Work in 13 regions around the world! Achieving this certification in multiple locations highlights our People First culture and the core values demonstrated by our teammates everywhere. It reflects the collective spirit, trust, and collaboration that make Edgewell a great place to work. This recognition is driven by our teammates whose voices, ideas, and dedication continue to shape an inclusive and inspiring workplace! | | |
Fiscal 2025 Performance Highlights
| | | | | | Returned $119.5 million to shareholders in the form of $90.2 million in share repurchases and $29.3 million of dividends in the fiscal year. | | |
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| | | | | | Sun and Skin Care net sales for fiscal 2025 were $743.1 million, an increase of $2.3 million, or 0.3%. | | |
| | | | | | From a geographic perspective, our international markets delivered organic growth1 of 3.5%, which represent approximately 40% of our global sales, delivered strong growth for the fourth consecutive year, with strengthening share across Shave and Sun. Europe generated its third straight year of growth, and greater China delivered double-digit growth. | | |
| | | | | | Ranked one of America’s Most Responsible Companies by Newsweek in partnership with Statista for the sixth year in a row, we proudly placed #4 in our industry in 2025. This distinction reflects our deep commitment to responsible business practices, continuous improvement and creating a meaningful, lasting impact. Recognized as one of America’s Climate Leaders by USA Today based on its ranking of American companies that have achieved the greatest reductions in core GHG emissions intensity. Ranked in the top 25 of companies listed on Forbes’ America’s Best Midsize Employers in 2025 — and ranked #1 among those in the packaged goods industry. This recognition is a testament to our dedication to creating a workplace and culture where team members feel valued, supported and empowered in their roles. The Edgewell China Commercial team was recognized as a 2025 Top Employer by 51job — one of the most respected job boards in China. The selection process was rigorous, evaluating everything from employer brand and talent development to business performance and teammate wellbeing. Out of thousands of companies, only 10 in the consumer goods industry received this distinction. Edgewell was certified as a Great Place To Work® across Europe in France, Germany, Italy, Poland, and the U.K. Additionally, in the U.K., we were named one of the U.K.’s Best Workplaces in Manufacturing, Production & Transportation by Great Place To Work®. | | |
| | | | | | In FY25, we expanded Billie to Australia; Bulldog® entered premium skincare across Europe; in Japan we took Schick into premium skincare with the launch of Progista; and we broadened Cremo’s range in the U.S. and Europe, driving significant sales growth. | | |
Organic results are not presented in accordance with GAAP and exclude the impact of changes in foreign currency translation. See Appendix A for additional information about these non-GAAP financial measures.
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.
Forward-Looking Statements
This Proxy Statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Edgewell Personal Care Company or any of our businesses. These forward-looking statements include, but are not limited to, statements concerning the timing and expected strategic impact of the Feminine Care business divestiture, our ability to return the business to profitable, sustained top-line growth, strategic initiatives, macroeconomic trends and other estimates, projections, objectives and expected results, and the assumptions upon which those statements are based. Forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “opportunity,” “plan,” “project,” “will,” “should,” “could,” “would,” “likely” and similar expressions. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following: our ability to compete in products and prices, as well as costs, in an intensely competitive industry; the loss of any of our principal customers or changes in the policies of our principal customers; our inability to design and execute a successful omnichannel strategy; our ability to attract, retain and develop key personnel; fluctuations in the price and supply of raw materials and costs of labor, warehousing and transportation; the impact of seasonal volatility on our sales, financial performance, working capital requirements and cash flow; the ability to successfully manage evolving global financial risks, including tariffs, foreign currency fluctuations, currency exchange or pricing controls and localized volatility; our level of indebtedness and the various covenants related thereto, and to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payment; our ability to effect future repurchases of our common stock; the ability to successfully execute and integrate any new business acquisitions; impacts from any loss of our principal customers or changes in the policies or strategies of our customers; our failure to maintain our brands’ reputation and successfully respond to changing consumer habits and perceptions of certain ingredients, negative perceptions of packaging, lack of recyclability or other environmental attributes; our access to capital markets and borrowing capacity; impairment of our goodwill and other intangible assets; the ability to successfully manage the financial, legal, reputational and operational risks associated with third-party relationships, such as our suppliers, contract manufacturers, distributors, contractors and external business partners; risks associated with our international operations; our ability to effectively integrate acquired companies and successfully manage divestiture activities; our ability to successfully implement our cost savings initiatives, including rationalization or restructuring efforts; the ability to rely on and maintain key Company and third-party information and operational technology systems, networks and services and maintain the security and functionality of such systems, networks and services and the data contained therein; the ability to successfully achieve, maintain or adjust our environmental or sustainability goals and priorities; the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, manufacturing processes, intellectual property, labor and employment, antitrust, privacy, cybersecurity and data protection, artificial intelligence, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; the ability to adequately protect our intellectual property rights; product quality and safety issues, including recalls and product liability; losses or increased funding and expenses related to our pension plans; and the other important factors described in Item 1A — Risk Factors of our 2025 Annual Report on Form 10-K. Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise publicly any forward-looking statements, except as required by law.
Non-Incorporation of Other Materials
Information on the Company’s website, reports or social media feeds is not part of or incorporated by reference in this Proxy Statement. This Proxy Statement may identify additional resources that can be found on the Company’s websites. These additional resources, reports, disclosures, and policies are not part of or incorporated by reference in this Proxy Statement.
GLOSSARY OF TERMS
Commonly Used Terms in this Proxy Statement
| | ASC | | | Accounting Standards Codification | |
|---|---|---|---|---|---|
| | Board | | | Edgewell Board of Directors | |
| | CEO | | | Chief Executive Officer | |
| | CFO | | | Chief Financial Officer | |
| | CIC | | | Change in Control Plan | |
| | CPG | | | Consumer Packaged Goods | |
| | EBITDA | | | Earnings Before Interest, Taxes, Depreciation and Amortization | |
| | EPS | | | Earnings Per Share | |
| | ESIP | | | Executive Savings Investment Plan | |
| | FASB | | | Financial Accounting Standards Board | |
| | FY | | | Fiscal Year | |
| | HC&CC | | | Human Capital & Compensation Committee | |
| | NEO | | | Named Executive Officer | |
| | NYSE | | | New York Stock Exchange | |
| | PRSE | | | Performance Restricted Stock Equivalents | |
| | PwC | | | PricewaterhouseCoopers LLP | |
| | RSE | | | Restricted Stock Equivalents | |
| | SEC | | | Securities and Exchange Commission | |
| | SERP | | | Supplemental Executive Retirement Plan | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.