UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to
Section 13 or 15(d) of
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report: November 7, 2005
ENERGIZER
HOLDINGS, INC.
(Exact
name of
Registrant as specified in its charter)
|
MISSOURI
|
1-15401
|
No.
43-1863181
|
|
(State
or
Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
Number)
|
533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS, MO 63141
(Address
of
Principal Executive Offices) (Zip Code)
(314)
985-2000
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17
CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17
CFR 240.13e-4(c))
|
ITEM
1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
At
a meeting of the Board of Directors of Energizer Holdings, Inc. held on November
7, 2005, the Board approved an amendment of the Company’s director compensation
program. The program had provided that annually, commencing on December 31,
2005, each director would be credited with 500 stock equivalent units in
the
Company’s Deferred Compensation Plan. The Board, upon the recommendation of the
compensation consultant to the Board’s Nominating and Executive Compensation
Committee, determined that in lieu of that grant of a specific number of
equivalents, each director would instead, on that same date, be credited
with
that number of equivalents having a value of $57,000, based on the 10-day
average trading price of the Company’s common stock ending on the date of
crediting.
ITEM
5.03.
AMENDMENTS TO BYLAWS
At
the same meeting, the Board approved amendment of the Company’s Bylaws to
provide that the annual meeting of shareholders will be held on the fourth
Monday in January of each year, instead of the fourth Tuesday. A copy of
the
Bylaws, as amended, is attached as Exhibit 3(ii).
SIGNATURES:
Pursuant
to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto
duly
authorized.
ENERGIZER
HOLDINGS,
INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
November 7,
2005
EXHIBIT
INDEX
Exhibit
No.