Rayovac 2013 Annual Report Download - page 81

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 401 of Regulation S-K concerning the directors of Spectrum Brands
Holdings, Inc. (“SB Holdings”) and the nominees for re-election as directors of SB Holdings at the Annual
Meeting of Shareholders to be held on January 28, 2014 (the “2014 Annual Meeting”) is incorporated herein by
reference from the disclosures which will be included under the captions “BOARD OF DIRECTORS,”
“PROPOSAL 1-ELECTION OF DIRECTORS,” and “EXECUTIVE OFFICERS WHO ARE NOT
DIRECTORS” in SB Holdings’ definitive Proxy Statement relating to the 2014 Annual Meeting (the “SB
Holdings Definitive Proxy Statement”), which will be filed not later than 120 days after the end of SB Holdings’
fiscal year ended September 30, 2013.
Audit Committee and Audit Committee Financial Expert
The information required by Items 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated herein by
reference from the disclosure which will be included under the caption “BOARD ACTIONS; BOARD
MEMBER INDEPENDENCE; COMMITTEES OF THE BOARD OF DIRECTORS—Committees Established
by Our Board of Directors—Audit Committee” in the SB Holdings Definitive Proxy Statement.
Section 16(a) Beneficial Ownership Reporting Compliance
The information required by Item 405 of Regulation S-K is incorporated herein by reference from the
disclosure which will be included under the caption “SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE” in the SB Holdings Definitive Proxy Statement.
Code of Ethics
We have adopted the Code of Ethics for the Principal Executive Officer and Senior Financial Officers, a
code of ethics that applies to our Chief Executive Officer, Chief Financial Officer and other senior finance
organization employees. The Code of Ethics for the Principal Executive Officer and Senior Financial Officers is
publicly available on our website at www.spectrumbrands.com under “Investor Relations—Corporate
Governance.” We intend to disclose amendments to, and, if applicable, waivers of, this code of ethics on that
section of our website.
We have also adopted the Spectrum Brands Code of Business Conduct and Ethics, a code of ethics that
applies to all of our directors, officers and employees. The Spectrum Brands Code of Business Conduct and
Ethics is publicly available on our website at www.spectrumbrands.com under “Investor Relations—Corporate
Governance.” Any amendments to this code of ethics or any waiver of this code of ethics for executive officers
or directors may be made only by our Board of Directors as a whole or our Audit Committee and will be
promptly disclosed to our shareholders via that section of our website.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Committee Interlocks and Insider Participation
The information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the
disclosure which will be included under the caption “EXECUTIVE COMPENSATION-Compensation
Committee Interlocks and Insider Participation” in the SB Holdings Definitive Proxy Statement.
Report of the Compensation Committee of the Board of Directors
The information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the
disclosure which will be included under the caption “EXECUTIVE COMPENSATION-Compensation
Committee Interlocks and Insider Participation” in the SB Holdings Definitive Proxy Statement.
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