Energizer 2015 Annual Report Download - page 22

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assign to holders of preferred stock could affect the residual value of our common stock.
Certain provisions in our amended and restated articles of incorporation and bylaws, and of Missouri law, may deter or
delay an acquisition of Energizer.
Our amended and restated articles of incorporation and amended and restated bylaws contain, and the General and
Business Corporation Law of Missouri, which we refer to as “Missouri law,” contains, provisions that are intended to deter
coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the
bidder and to encourage prospective acquirers to negotiate with our Board of Directors rather than to attempt a hostile
takeover by making the replacement of incumbent directors more time-consuming and difficult. These provisions include,
among others:
• the inability of our shareholders to call a special meeting;
• rules regarding how we may present proposals or nominate directors for election at shareholder meetings;
• the right of our Board of Directors to issue preferred stock without shareholder approval;
• the initial division of our Board of Directors into three classes of directors, with each class serving a staggered three-
year term;
• a provision that our shareholders may only remove directors “for cause” and with the approval of the
holders of two-thirds of our outstanding voting stock at a special meeting of shareholders called expressly
for that purpose;
• the ability of our directors, and not shareholders, to fill vacancies on our Board of Directors; and
• the requirement that any amendment or repeal of specified provisions of our amended and restated articles of
incorporation (including provisions relating to directors, calling special meetings, shareholder-initiated business and
director nominations, action by written consent and amendment of our amended and restated bylaws) must be
approved by the holders of at least two-thirds of the outstanding shares of our common stock and any other voting
shares that may be outstanding, voting together as a single class.
In addition, because we have not chosen to opt out of coverage of Section 351.459 of Missouri law, which we refer
to as the “business combination statute,” these provisions could also deter or delay a change of control. The business
combination statute restricts certain business combination transactions between us and an “interested shareholder,”
generally any person who, together with his or her affiliates and associates, owns or controls 20% or more of the
outstanding shares of our voting stock, for a period of five years after the date of the transaction in which the person
becomes an interested shareholder, unless either such transaction or the interested shareholder’s acquisition of stock is
approved by our Board on or before the date the interested shareholder obtains such status. The business combination
statute also provides that, after the expiration of such five-year period, business combinations are prohibited unless (i) the
holders of a majority of the outstanding voting stock, other than the stock owned by the interested shareholder, or any
affiliate or associate of such interested shareholder, approve the business combination or (ii) the business combination
satisfies certain detailed fairness and procedural requirements.
We believe that these provisions will help to protect our shareholders from coercive or otherwise unfair takeover
tactics by requiring potential acquirers to negotiate with our Board of Directors and by providing our Board of Directors
with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers.
However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could
deter or delay an acquisition that our Board of Directors determines is not in our best interests or the best interests of our
shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.
In addition, an acquisition or further issuance of our stock could trigger the application of Section 355(e) of the
Code. Under the tax matters agreement, Energizer could be required to indemnify our former parent for the resulting tax,
and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable.
1B. Unresolved Staff Comments
None.