ENERGIZER HOLDINGS, INC. 8-K

What Happened
Energizer Holdings, Inc. (ENR) filed an 8-K reporting the results of its January 30, 2026 Annual Meeting. Of 68,570,616 shares outstanding, 62,840,438 were represented (a quorum). Management’s slate of directors was elected, PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for fiscal 2026, and the company’s “say-on-pay” advisory vote was approved. After the meeting, the board appointed Delaney Steele to the Audit and Nominating & Governance Committees effective January 30, 2026.

Key Details

• Shares outstanding and entitled to vote: 68,570,616; shares represented at meeting: 62,840,438.
• Director elections: all nominees elected. Most nominees received very strong support; one notable result — Robert V. Vitale received 48,122,636 For, 9,487,264 Against, 132,400 Abstain (≈83.4% support of votes cast on that election).
• Auditor ratification (Proposal 2): PwC ratified — For 61,709,689; Against 996,342; Abstain 134,407 (≈98.3% For of votes cast).
• Advisory vote on executive compensation (Proposal 3): For 55,568,979; Against 1,984,638; Abstain 188,683; plus 5,098,138 broker non-votes.

Why It Matters
These results confirm the company’s board composition and governance direction for the coming year and keep PwC as the external auditor, which affects financial oversight and reporting continuity. The non-binding say-on-pay vote was approved with strong support, but the level of opposition (nearly 2.0 million Against) and the relatively lower support for one director (Robert Vitale) are signals investors and management may monitor for governance or compensation concerns. The appointment of Delaney Steele to key board committees may affect future oversight of audits and governance matters.