Energizer 2013 Annual Report Download - page 33

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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item, appearing under the Section captioned “Executive Officers of the Registrant” in Item
4a, Part I of this Annual Report on Form 10-K, and the information which will be in our Proxy Statement under the captions
“Information about Nominees and other Directors,” and “The Board of Directors and Energizer's Corporate Governance,” is
hereby incorporated by reference.
The information required by this item with respect to Section 16(a) beneficial ownership reporting compliance will be set
forth in our 2013 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” and is
incorporated herein by reference.
The Company has adopted business practices and standards of conduct that are applicable to all employees, including its
Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Controller. The Company has also adopted
a code of business conduct applicable to the Board of Directors. The codes have been posted on the Company's website at
www.energizerholdings.com under “About Energizer-Codes of Conduct.” In the event that an amendment to, or a waiver from,
a provision of one of the codes of ethics occurs and it is determined that such amendment or waiver is subject to the disclosure
provisions of Item 5.05 of Form 8-K, the Company intends to satisfy such disclosure by posting such information on its website
for at least a 12-month period.
Item 11. Executive Compensation.
The information required by this item, which will be in our Proxy Statement under the captions “The Board of Directors and
Energizer's Corporate Governance – Director Compensation”, “Executive Compensation,” “The Board of Directors and
Energizer's Corporate Governance – Corporate Governance, Risk Oversight and Director Independence – Compensation
Committee Interlocks and Insider Participation” and “Nominating and Executive Compensation Committee Report,” is hereby
incorporated by reference. The information contained in “Nominating and Executive Compensation Committee Report” shall
not be deemed to be “filed” with the Securities and Exchange Commission or subject to the liabilities of the Exchange Act,
except to the extent that the Company specifically incorporates such information into a document filed under the Securities Act
or the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item, which will be in our Proxy Statement under the captions “Stock Ownership
Information,” and “Equity Compensation Plan Information” is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item, which will be in our Proxy Statement under the captions “The Board of Directors
and Energizer’s Corporate Governance - Corporate Governance, Risk Oversight and Director Independence -
Director Independence” and “Additional Information - Certain Relationships and Related Transactions,” is hereby incorporated
by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item, which will be in our Proxy Statement under the caption “Ratification of
Appointment of Independent Auditor,” is hereby incorporated by reference.
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