Energizer (ENR) Proxy Filing summary

Executive summary

• Annual Shareholders' Meeting scheduled for January 24, 2025, will be held virtually to increase accessibility and participation.

• Fiscal 2024 results met or exceeded outlook, with notable product innovations in batteries and auto care.

• Strategic priorities focus on innovation, operational optimization, and global customer service.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 9 directors, ratification of PwC as auditor, advisory approval of executive compensation, and a shareholder proposal on director resignation policy.

• Board recommends voting FOR all director nominees, FOR auditor ratification and executive compensation, and AGAINST the shareholder proposal.

• The shareholder proposal seeks a stricter director resignation policy; the Board opposes it, citing existing policies and legal concerns.

Board of directors and corporate governance

• Board consists of 9 nominees, 8 of whom are independent; 33% are women, 22% are ethnically diverse.

• Annual election of directors by majority vote, with a resignation policy for those not receiving majority support.

• Independent Chairman leads the Board; all committee chairs are independent.

• Board committees: Audit, Human Capital, Finance and Oversight, Nominating and Governance.

• Mandatory retirement age of 75 and overboarding policy in place.

• Annual board and committee self-evaluations and succession planning processes.