Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

As described in Item 5.07 below, on January 30, 2023, Energizer Holdings, Inc. (the "Company") held its annual meeting of shareholders (the "Annual Meeting"). The Energizer Holdings, Inc. 2023 Omnibus Incentive Plan (the "2023 Plan") was adopted by the Board of Directors of the Company (the "Board") on November 7, 2022, subject to and effective upon the approval of the Company's shareholders. At the Annual Meeting, the Company's shareholders approved the 2023 Plan. No new awards will be granted under the Energizer Holdings, Inc. Omnibus Incentive Plan (the "2020 Plan"), though the terms of the 2020 Plan will continue to govern all awards previously granted under the 2020 Plan.

The principal terms of the 2023 Plan are described further in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on December 15, 2022 ("Proxy Statement") under the caption "Proposal 4 - Approval of the 2023 Omnibus Incentive Plan - Summary of the 2023 Plan", which description is incorporated herein by reference. The summary of the 2023 Plan contained herein and in the Company's Proxy Statement is qualified by reference to the full text of the 2023 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting on January 30, 2023. At the Annual Meeting, of the 71,405,885 shares outstanding and entitled to vote, 66,964,369 were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:



Proposal 1: Management's nominees for director were elected to serve until the
Annual Shareholders' Meeting to be held in 2024, or until their respective
successors are elected and qualified, by the votes of the shareholders set forth
in the table below:

                                                                             Broker
Nominee                        For       Against           Abstain          Non-Votes
Carlos Abrams-Rivera       59,384,187         412,568       183,282       6,984,332
Cynthia J. Brinkley        59,349,190         516,560       114,287       6,984,332
Rebecca D. Frankiewicz     59,503,818         359,098       117,121       6,984,332
Kevin J. Hunt              59,373,329         420,494       186,214       6,984,332
James C. Johnson           59,190,753         599,261       190,023       6,984,332
Mark S. LaVigne            59,559,649         234,154       186,234       6,984,332
Patrick J. Moore           59,447,328         345,810       186,899       6,984,332
Donal L. Mulligan          59,515,421         337,467       127,149       6,984,332
Nneka L. Rimmer            59,491,681         365,712       122,644       6,984,332
Robert V. Vitale           48,954,525      10,840,955       184,557       6,984,332

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Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2023 was ratified by the votes of the shareholders set forth in the table below:



For              Against     Abstain

  66,233,626     609,896     120,847

Proposal 3: The Company's executive compensation, as described in the Company's Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:


                                       Broker
For            Against     Abstain     Non-Votes
  58,400,751    1,316,954    262,332    6,984,332




Proposal 4: The 2023 Plan was approved by the votes of the shareholders set
forth in the table below:
                                         Broker
For              Against     Abstain    Non-Votes

  56,183,959    1,964,844   1,831,234   6,984,332

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto:



Exhibit
Number                Description of Exhibit

  10.1  *             Energizer Holdings, Inc. 2023 Omnibus Incentive Plan.
101                   Pursuant to Rule 406 of Regulation S-T, the cover page information is
                      formatted in iXBRL (Inline eXtensible Business Reporting Language).

104                   Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

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