ENERGIZER HOLDINGS, INC.
For the period ended Jan 30, 2026. Filed Dec 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 30, 2026 · Filed Dec 12, 2025
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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant x | Filed by a Party other than the Registrant o |
|---|
| Check the appropriate box: | |
|---|---|
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
ENERGIZER HOLDINGS, INC.
(Name of the Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
A LETTER TO OUR SHAREHOLDERS
December 12, 2025
Dear Shareholder:
On behalf of the Board of Directors and our senior management team, we are pleased to invite you to attend Energizer’s Annual Meeting of Shareholders on Friday, January 30, 2026 at 8:00 a.m. CT atwww.virtualshareholdermeeting.com/ENR2026. To enable shareholder participation from any location, the 2026 Annual Meeting will be held exclusively online.
In fiscal year 2025, we delivered a healthy topline and record earnings despite a challenging macroeconomic environment. We took steps to reshape our operational footprint, earned Production Credits, and made strategic investments across the business, all of which contributed to a new, elevated earnings base. We also optimized our network and executed targeted pricing actions to mitigate the impacts of tariffs and preserve our margin profile. We remained focused on generating shareholder returns, returning $177 million to our shareholders, repurchasing four million shares, and improving our overall capital debt structure.
We are also proud of our strong innovation pipeline with a robust lineup of new products designed to drive category growth. Our continued investment in innovation will continue to reinforce our leadership position across the Batteries & Lights and Auto Care segments.
Looking ahead, we are committed to building on the progress made in 2025. While we expect to continue to navigate near-term volatility, we believe the actions we are taking will accelerate our performance as the year progresses and support the delivery of long-term value to our shareholders, including share price improvement over time as these actions are realized in our financial results.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote your proxy on the Internet, by telephone, or if this Proxy Statement was mailed to you, by completing and mailing the enclosed traditional proxy card. Please review the instructions on the proxy card or the electronic proxy material delivery notice regarding each of these voting options.
We thank you for the opportunity to continue serving you and Energizer.
| Patrick J. MooreIndependent Chairman | Mark S. LaVignePresident and Chief Executive Officer |
NOTICE OF 2026 ANNUALSHAREHOLDERS’ MEETING
TIME 8:00 a.m., Central Time
HOW TO ATTENDTo provide opportunity for increased shareholder and employee attendance, the 2026 Annual Shareholders’ Meeting will be virtual and held online via a live audio webcast at www.virtualshareholdermeeting.com/ENR2026. Please see our Proxy Statement for additional information regarding accessing the meeting.
AVAILABILITY OF MATERIALSOur Proxy Statement and 2025 Annual Report are available at www.proxyvote.com.* We commenced mailing and are making available this Proxy Statement on December 12, 2025.* Web links throughout this document are provided for convenience only. Information from the Energizer website is not incorporated by reference into this proxy statement.
YOUR VOTE IS IMPORTANT
To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:
INTERNETVote online at www.proxyvote.com.
TELEPHONEVote by phone by calling (800) 690-6903.
MAILIf you have received a printed version of these proxy materials, you may vote by mail.
AT THE MEETINGSee our Proxy Statement for additional details on how to attend.
ITEMS OF BUSINESS
Election of the 10 director nominees named in this Proxy Statement
Ratification of the selection of our independent registered public accounting firm for fiscal 2026
Non-binding, advisory vote to approve executive compensation
The Board recommends that you vote“FOR” each director nominee included in Proposal 1 and“FOR” Proposals 2 and 3. The full text of these proposals is set forth in the accompanying Proxy Statement.
Further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy is set forth in “Additional Information—Voting Procedures” in the Proxy Statement.
By order of the Board of Directors,
KATHRYN A. DUGAN
General Counsel and Corporate Secretary
December 12, 2025
Energizer Holdings, Inc. 2025 Proxy Statement i
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.