Energizer (ENR) Proxy Filing summary

Executive summary

• Achieved record earnings and a healthy topline in fiscal 2025, despite macroeconomic challenges, through operational optimization, strategic investments, and targeted pricing actions.

• Returned $177 million to shareholders, repurchased four million shares, and improved capital debt structure.

• Maintained a strong innovation pipeline, especially in Batteries & Lights and Auto Care segments, to drive future growth.

• Committed to long-term value creation and share price improvement, with continued focus on navigating near-term volatility.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 10 director nominees, ratification of the independent auditor for fiscal 2026, and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all director nominees and proposals.

• Shareholder proposals for the 2027 meeting must be submitted by August 14, 2026.

Board of directors and corporate governance

• Board consists of 10 nominees, 9 of whom are independent; average tenure is 7.8 years and average age is 63.

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

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

• Board committees: Audit, Human Capital, Finance and Oversight, Nominating and Governance, all with independent members.

• Annual Board and committee evaluations, robust succession planning, and director share ownership requirements in place.

• Shareholder engagement program reached holders of 65% of outstanding shares in 2025.