(1)
|
Title
of each
class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit or
other underlying value of transaction computed pursuant to Exchange
Act
Rule 0-11 (set forth the amount on which the filing fee is calculated
and
state how it was determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee
paid:
|
(1)
|
Amount
Previously Paid
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
•
|
USE
THE
TOLL-FREE TELEPHONE NUMBER shown on the proxy
card;
|
•
|
VISIT
THE WEB
SITE noted on the enclosed proxy card to vote via the
Internet;
|
•
|
MARK,
SIGN,
DATE AND PROMPTLY RETURN the enclosed proxy card in the postage-paid
envelope; OR
|
•
|
VOTE
BY
WRITTEN BALLOT at the Annual
Meeting.
|
•
|
Voting
by
Mail. If you choose to vote by mail, simply mark the enclosed proxy
card,
date and sign it, and return it in the postage-paid envelope
provided.
|
•
|
Voting
by
Telephone. You can vote your shares by telephone by calling the
toll-free
telephone number on the enclosed proxy
card.
|
•
|
Voting
by
Internet. You can also vote via the Internet. The web site for
Internet
voting is on the enclosed proxy card, and voting is available
24 hours a day.
|
•
|
Voting
by
written ballot at the meeting.
|
•
|
sending
written notice of revocation to our
Secretary;
|
•
|
submitting
another proper proxy by telephone, Internet or paper
ballot; or
|
•
|
attending
the
annual meeting and voting in person. If your shares are held in
the name
of a bank, broker or other holder of record, you must obtain a
proxy,
executed in your favor from the holder of record, to be able to
vote at
the meeting.
|
WARD
M. KLEIN, Director Since 2005, Age 52
(Standing
for election at this meeting for a term expiring in
2011)
Mr. Klein
has served as Chief Executive Officer, Energizer Holdings, Inc.
since
January 25, 2005. Prior to that time, he served as President and
Chief Operating Officer from 2004 to 2005, as President, International
from 2002 to 2004, and as Vice President, Asia Pacific and Latin
America
from 2000 to 2002. Also a director of Brown Shoe Company,
Inc.
|
|
RICHARD
A. LIDDY, Director Since 2000, Age 72
(Standing
for election at this meeting for a term expiring in
2011)
Mr. Liddy
served as Chairman of the Board of GenAmerica Financial Corporation
(insurance holding company) from 2000 to 2002. He also served as
Chairman
of the Board of the Reinsurance Group of America, Incorporated
(insurance)
from 1995 to 2002. Mr. Liddy is now retired. Mr. Liddy was
President of GenAmerica Financial from 1988 to 2000 and Chief Executive
Officer of General American Life Insurance Company from 1992 to
2000. Also
a director of Ralcorp Holdings, Inc. and Ameren
Corporation.
|
|
W.
PATRICK MCGINNIS, Director Since 2002, Age 60
(Standing
for election at this meetingfor a term expiring in
2011)
Mr. McGinnis
has served as Chief Executive Officer and President, Nestlé Purina PetCare
Company (pet foods and related products) since 2001. From 1999
to 2001, he
served as Chief Executive Officer and President, Ralston Purina
Company.
Also a director of Brown Shoe Company, Inc.
|
|
JOE
R. MICHELETTO, Director Since 2000, Age 71
(Standing
for election at this meetingfor a term expiring in
2011)
Mr. Micheletto
served as Chief Executive Officer and President, Ralcorp Holdings,
Inc.
(food products) from 1996 to 2003. He is now retired. Also a director
of
Ralcorp Holdings, Inc. and Vail Resorts, Inc.
|
|
R.
DAVID HOOVER, Director Since 2000, Age 62
(Continuing
in Office—Term expiring in 2010)
Mr. Hoover
has served as Chairman, President and Chief Executive Officer,
Ball
Corporation (beverage and food packaging and aerospace products
and
services) since 2002. Prior to that, he served as President and
Chief
Executive Officer from 2001 to 2002, and as Vice Chairman, President
and
Chief Operating Officer from April 2000 to 2001. Also a director
of Ball
Corporation, Irwin Financial Corporation and Qwest Communications
International, Inc.
|
|
JOHN
C. HUNTER, Director Since 2005, Age 60
(Continuing
in Office—Term expiring in 2010)
Mr. Hunter
served as Chairman, President and Chief Executive Officer of Solutia,
Inc.
(chemical products) from 1999 to 2004. He is now retired. On
December 17, 2003, while Mr. Hunter served as President and
Chief Executive Officer, Solutia, Inc. and fourteen of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. Also a director of Penford
Corporation and Hercules, Inc.
|
|
JOHN
E. KLEIN, Director Since 2003, Age 62
(Continuing
in Office—Term expiring in 2010)
Mr. Klein
has served as President of Randolph College (education) since August
2007.
Prior to that, Mr. Klein served as Executive Vice Chancellor for
Administration, Washington University in St. Louis (education) from
2004 to August 2007. From 1985 to 2004, he served as President
and Chief
Executive Officer, Bunge North America, Inc.
(agribusiness).
|
|
JOHN
R. ROBERTS, Director Since 2003, Age 66
(Continuing
in Office—Term expiring in 2010)
Mr. Roberts
served as Executive Director, Civic Progress St. Louis (civic
organization) from 2001 through 2006. He is now retired. From 1993
to
1998, he served as Managing Partner, Mid-South Region, Arthur Andersen
LLP
(public accountancy). Also a director of Regions Financial Corporation
and
Centene Corporation.
|
|
BILL
G. ARMSTRONG, Director Since 2005, Age 59
(Continuing
in Office—Term expiring in 2009)
Mr. Armstrong
served as Executive Vice President and Chief Operating Officer,
Cargill
Animal Nutrition (animal feed products), from 2001 to 2004. He
is now
retired. Prior to that, Mr. Armstrong served as Chief Operating
Officer, Agribrands International, Inc. (animal feed products)
from 1998
to 2001. Also a director of Ralcorp Holdings, Inc.
|
|
J.
PATRICK MULCAHY, Director Since 2000, Age 63
(Continuing
in Office—Term expiring in 2009)
Mr. Mulcahy
has served as Chairman of the Board of Energizer Holdings, Inc.
since
January 2007. Mr. Mulcahy served as Vice Chairman of the Board from
January 2005 to January 2007, and prior to that time served as
Chief
Executive Officer, Energizer Holdings, Inc. from 2000 to 2005,
and as
Chairman of the Board and Chief Executive Officer of Eveready Battery
Company, Inc. from 1987 to 2005. He is now retired. Also a director
of
Solutia, Inc., Ralcorp Holdings, Inc. and Hanesbrands,
Inc.
|
|
PAMELA
M. NICHOLSON, Director Since 2002, Age 48
(Continuing
in Office—Term expiring in 2009)
Ms. Nicholson
has served as Executive Vice President and Chief Operating Officer,
Enterprise Rent-A-Car (auto leasing) since 2004. She served as
Senior Vice
President, North American Operations for Enterprise from 1999 to
2004.
|
|
WILLIAM
P. STIRITZ, Director Since 2000, Age 73
(Continuing
in Office—Term expiring in 2009)
Mr. Stiritz
has served as Chairman Emeritus of the Board of Energizer Holdings,
Inc.
since January 2007, and served as Chairman of the Board from 2000
to
January 2007. He was employed as chair of our employee Management
Strategy
and Finance Committee from 2000 to 2005. He is now retired.
Mr. Stiritz served as Chairman of the Board, Chief Executive Officer
and President of Agribrands International (animal feed products)
from 1998
to 2001. He also served as Chairman of the Board of Ralston Purina
Company
from 1982 to 2001. Also a director of Ralcorp Holdings, Inc., Vail
Resorts, Inc. and Federated Department Stores,
Inc.
|
Nominating
and
|
|||||
Board
|
Executive
|
Finance
and
|
|||
Member
|
Board
|
Audit
|
Executive
|
Compensation
|
Oversight
|
Bill
G.
Armstrong
|
ü
|
ü
|
ü
|
||
R.
David
Hoover
|
ü
|
||||
John
C.
Hunter
|
ü
|
ü
|
|||
John
E.
Klein
|
ü
|
ü
|
ü*
|
||
Ward
M.
Klein
|
ü
|
ü
|
ü
|
||
Richard
A.
Liddy
|
ü
|
ü
|
ü
|
ü
|
|
W.
Patrick
McGinnis
|
ü
|
ü
|
ü
|
||
Joe
R.
Micheletto
|
ü
|
ü
|
ü
|
||
J.
Patrick
Mulcahy
|
ü*
|
ü*
|
ü
|
||
Pamela
M.
Nicholson
|
ü
|
ü
|
ü
|
ü
|
|
John
R.
Roberts
|
ü
|
ü*
|
ü
|
ü
|
|
William
P.
Stiritz
|
ü
|
ü
|
ü*
|
||
Meetings
held
in 2007
|
9
|
7
|
0
|
5
|
8
|
*
|
Chairperson
|
Annual
Retainer..................................................................................................................
|
$ 40,000
|
fee
for each
board
meeting................................................................................................
|
$ 1,000
|
fee
for each
committee
meeting........................................................................................
|
$ 1,000
|
Change
in Pension
|
|||||||
Value
and Non-
|
|||||||
Non-Equity
|
Qualified
Deferred
|
||||||
Fees
Earned or
|
Incentive
|
Compensation
|
All
Other
|
||||
Paid
in Cash
|
Stock
Awards
|
Option
Awards
|
Plan
|
Earnings
|
Compensation
|
||
Name
|
($)(1)
|
($)(2)(3)
|
($)(4)(5)
|
Compensation
|
($)
|
($)(6)(7)
|
Total ($)
|
W.P.
Stiritz
|
$124,000
|
$
23,269
|
$ 0
|
$0
|
$ 0
|
$82,487
|
$229,756
|
J.P.
Mulcahy
|
$124,000
|
$133,277
|
$ 0
|
$0
|
$ 0
|
$23,773
|
$281,050
|
B.G.
Armstrong
|
$117,000
|
$
19,880
|
$32,627
|
$0
|
$ 0
|
$ 0
|
$169,507
|
R.D.
Hoover
|
$106,000
|
$
16,980
|
$ 0
|
$0
|
$ 0
|
$ 0
|
$122,980
|
J.C.
Hunter
|
$110,000
|
$
9,034
|
$32,627
|
$0
|
$ 0
|
$ 0
|
$151,661
|
J.E.
Klein
|
$126,000
|
$
33,712
|
$
5,420
|
$0
|
$ 0
|
$ 0
|
$165,132
|
R.A.
Liddy
|
$116,000
|
$
19,520
|
$ 0
|
$0
|
$10,930
|
$ 0
|
$146,450
|
J.R.
Micheletto
|
$109,000
|
$
16,650
|
$ 0
|
$0
|
$ 0
|
$ 0
|
$125,650
|
W.P.
McGinnis
|
$110,000
|
$ 0
|
$
4,344
|
$0
|
$ 0
|
$ 0
|
$114,344
|
P.M. Nicholson
|
$118,000
|
$108,075
|
$
4,344
|
$0
|
$ 0
|
$ 0
|
$230,419
|
J.R.
Roberts
|
$128,000
|
$
23,966
|
$
6,000
|
$0
|
$ 157
|
$ 0
|
$158,123
|
(1)
|
This
column
reflects retainers and meeting fees earned during the fiscal year,
as well
as additional compensation of $57,000 of stock equivalents in the
Energizer common stock unit fund of our deferred compensation plan
(a
total of 824 equivalents for each director was credited on
December 31, 2006) as described in the narrative
above.
|
(2)
|
Because
the
Company matching contributions described in the narrative above
were
immediately vested at grant, the aggregate grant date value of
those
awards, in accordance with FAS 123R, is included in this column.
Amounts shown for Mr. J. Klein, Ms. Nicholson and
Mr. Mulcahy also include the FAS 123R compensation expenses
associated with the unvested restricted stock equivalents described
in
footnote 3 (for Mr. Mulcahy) and equivalents which vested during
fiscal year 2007 for the other two directors. The FAS 123R expenses
related to unvested equivalents during fiscal year 2007 is as follows:
Mr. J. Klein, $10,138; Ms. Nicholson, $88,195; and
Mr. Mulcahy, $110,400. Assumptions utilized in the valuation are set
forth in “Note 7. Share-Based Payments” of the Notes to Consolidated
Financial Statements of our 2007 Annual Report.
|
(3)
|
As
of
September 30, 2007, Mr. Mulcahy was credited with 10,000
unvested restricted stock equivalents, granted under the special
restricted stock equivalent award described in the narrative above.
The
number of vested but deferred stock equivalents credited to each
director
as of that date is as follows: Mr. Stiritz, 130,000; Mr. Hoover,
10,000; Mr. Liddy, 10,000; Mr. Micheletto, 10,000;
Mr. Roberts, 10,000; Mr. J. Klein, 10,000; and
Ms. Nicholson, 10,000.
|
(4)
|
The
dollar
amount recognized for stock options for financial reporting purposes
in
accordance with FAS 123R is set forth with respect to each of the
directors in the table above. Assumptions utilized in the valuation
are
set forth in “Note 7. Share-Based Payments” of the Notes to
Consolidated Financial Statements of our 2007 Annual
Report.
|
(5)
|
The
number of
stock options held by each director as of September 30, 2007 is as
follows: Mr. Armstrong, 10,000; Mr. Hoover, 5,000;
Mr. Hunter, 10,000; Mr. J. Klein, 10,000; Mr. McGinnis,
10,000; Mr. Micheletto, 10,000; Ms. Nicholson, 10,000;
Mr. Roberts, 10,000; and Mr. Stiritz,
500,000.
|
(6)
|
In
fiscal
year 2007, the incremental cost of directors’ personal use of the Company
aircraft, on a variable cost basis, was $57,301 for Mr. Stiritz and
$15,040 for Mr. Mulcahy, and the approximate amount of disallowed
federal tax deductions associated with such use was $21,201 and
$5,565,
respectively. In addition the amounts reimbursed to those individuals
for
taxes associated with personal use, in the prior calendar year
(which is
paid on a delayed basis) were $3,985 and $3,168,
respectively.
|
|
All
of the
directors were also, from time to time during the fiscal year,
provided
with samples of our products, with an incremental cost of less
than
$25.
|
(7)
|
The
following
items are not considered perquisites and are not included within
the above
disclosure of director
compensation:
|
(i)
|
The
directors
are covered under the terms of our general directors’ and officers’
liability insurance policies, the premiums for which are a general
expense
of the Company—we do not obtain a specific policy for each director, or
for the directors as a group.
|
(ii)
|
We
provide
transportation and lodging for out-of-town directors attending
board and
committee meetings at our
headquarters.
|
(iii)
|
The
directors
may make requests for contributions to charitable organizations
from the
Energizer charitable trust, which we have funded from time to time,
and
the trustees of that trust, all employees of the Company, have
determined
to honor such requests which are in accordance with the charitable
purpose
of the trust, and which do not exceed $10,000 in any year. The
directors
may request contributions in excess of that amount, but such requests
are
at the sole discretion of the trustees. All contributions are made
out of
the funds of the trust, and are not made in the name of the requesting
director.
|
(iv)
|
In
light of
Mr. Mulcahy’s responsibilities as chairman of the board, he is
provided use of an office and computer at our headquarters, as
well as a
cellphone and certain business publication subscriptions. From
time to
time, as part of his responsibilities as chairman, he incurs travel
and
other business expenses, for which he is
reimbursed.
|
FY
06
|
FY
07
|
|
Audit
Fees
|
$4,223
|
$3,879
|
Audit-Related
Fees
|
$ 83
|
$ 85
|
Tax
Fees
|
||
Tax
Compliance/preparation
|
$ 780
|
$ 828
|
Other
Tax Services
|
$ 326
|
$ 405
|
Total
Tax Fees
|
$1,106
|
$1,233
|
All
Other Fees
|
$ 0
|
$ 0
|
Total
Fees
|
$5,412
|
$5,197
|
•
|
Audit
Fees—These are fees for professional services performed by
PwC
for the audit of our annual financial statements and review of
financial
statements included in our 10-Q filings, and services that are
normally
provided in connection with statutory and regulatory filings or
engagements.
|
•
|
Audit-Related
Fees—These are fees for assurance and related services performed
by PwC that are reasonably related to the performance of the audit
or
review of our financial statements. This includes: employee benefit
and
compensation plan audits; due diligence related to mergers and
acquisitions; internal control reviews; attestations by PwC that
are not
required by statute or regulation; and consulting on financial
accounting/reporting standards.
|
•
|
Tax
Fees—These are fees for professional services performed by
PwC
with respect to tax compliance, tax advice and tax planning. This
includes
preparation of original and amended tax returns for the Company
and our
consolidated subsidiaries; refund claims; payment planning; tax
audit
assistance; and tax work stemming from “Audit-Related”
items.
|
•
|
All
Other Fees—These are fees for other permissible work performed by
PwC that does not meet the above category descriptions. This includes
litigation assistance, tax filing and planning for individual employees
involved in our expatriate program and various local engagements
that are
permissible under applicable laws and
regulations.
|
Amount
and
|
|||
Nature
of
|
|
||
Name
and Address of Beneficial Owner
|
Title
of
Class
|
Beneficial
Ownership
|
%
of
Shares
Outstanding
|
|
|
|
|
Ariel
Capital
Management, LLC
200
East
Randolph Drive
Suite 2900
Chicago,
IL
60601
|
Common
Stock
|
4,756,870(A)
|
8.29%
|
Goldman
Sachs
Asset Management
32
Old
Slip
New
York, NY
10005
|
Common
Stock
|
5,116,108(B)
|
8.92%
|
William
P.
Stiritz
533
Maryville
University Drive
St. Louis,
MO 63141
Attn.:
Corporate Secretary
|
Common Stock |
3,420,957(C)
|
5.90%(D)
|
(A)
|
Based
on a
written statement by the shareholder, which disclaims any beneficial
economic interest in any of the shares, and states that it holds
the
voting power and/or investment discretion solely in a fiduciary
capacity
as an investment adviser for its clients, none of which individually
owns
more than 5% of our common stock. Of the total shares beneficially
owned,
the shareholder has voting and investment powers as follows: sole
voting—3,734,564 shares; shared voting—0 shares; sole
dispositive—4,740,645 shares; and shared
dispositive—0 shares.
|
(B)
|
Based
on a
13F filed as of September 30, 2007 by the shareholder, a separate
operating unit of Goldman Sachs & Co., which disclaims any
beneficial economic interest in any of the shares, and states that
it
holds the voting power and/or investment discretion solely in a
fiduciary
capacity as an investment adviser for its clients, none of which
individually owns more than 5% of our common stock. Of the total
shares
beneficially owned, the shareholder has voting and investment powers
as
follows: sole voting—3,626,639 shares; shared
voting—144,852 shares; shared dispositive—4,960,456 shares; and
other dispositive power—155,652 shares.
|
(C)
|
Based
on a
written statement from the shareholder. Mr. Stiritz disclaims any
beneficial interest in 521,357 shares owned by his spouse. The total
shares beneficially owned also includes shares which may be acquired
within 60 days upon exercise of vested options and conversion of
restricted stock equivalents. Of the total shares beneficially
owned,
Mr. Stiritz has voting and investment powers as follows: sole
voting—2,269,600 shares; shared voting—0 shares; sole
dispositive—2,269,600 shares; and shared dispositive—0 shares.
The total shares beneficially owned include 2,500,000 shares owned by
Mr. Stiritz and his wife which are subject to prepaid variable share
forward transactions pursuant to which they will, in the future,
deliver a
number of shares of our common stock, or the cash equivalent, the
amount
of which will depend upon the current market price for the common
stock at
the time of delivery.
|
(D)
|
The
number of
shares outstanding used in this calculation was the number actually
outstanding on November 1, 2007, plus 630,000 shares which
Mr. Stiritz could acquire upon exercise of options or conversion of
stock equivalents within
60 days.
|
%
of
|
||||
Shares
|
||||
Shares
|
Outstanding
|
|||
Directors
|
held
in
|
Options
|
(C)
|
|
And
|
Shares
|
Savings
|
Exercisable
|
(*denotes
|
Executive
|
Beneficially
|
Investment
|
Within
|
less
|
Officers
|
Owned
|
Plan
(A)
|
60
Days (B)
|
than
1%)
|
Bill
G.
Armstrong
|
1,000
|
0
|
10,000
|
*
|
R.
David
Hoover
|
20,000(H)
|
0
|
5,000
|
*
|
John
C.
Hunter
|
0
|
0
|
10,000
|
*
|
John
E.
Klein
|
18,700(H)
|
0
|
10,000
|
*
|
Richard
A.
Liddy
|
19,000(H)
|
0
|
0
|
*
|
W.
Patrick
McGinnis
|
38,918(F)
|
0
|
10,000
|
*
|
Joe
R.
Micheletto
|
20,008(H)
|
0
|
10,000
|
*
|
Pamela
M.
Nicholson
|
20,000(H)
|
0
|
10,000
|
*
|
John
R.
Roberts
|
20,000(H)
|
0
|
10,000
|
*
|
William
P.
Stiritz
|
2,920,957(D)(G)(H)
|
0
|
500,000
|
5.84%
|
J.
Patrick
Mulcahy
|
681,079(E)
|
29,138
|
0
|
1.21%
|
Ward
M.
Klein
|
79,757(H)
|
5,256
|
172,500
|
*
|
David
P.
Hatfield
|
5,440(H)
|
2,440
|
29,167
|
*
|
Joseph
W.
McClanathan
|
53,127(H)
|
3,751
|
120,000
|
*
|
Daniel
J.
Sescleifer
|
10,417(H)
|
0
|
19,168
|
*
|
Gayle
G.
Stratmann
|
12,003(H)
|
3,146
|
0
|
*
|
All
Officers
and Directors
|
3,924,965(H)
|
43,731
|
919,335
|
8.34%
|
(A)
|
Column
indicates the most recent approximation of the number of shares
of common
stock as to which participants in our savings investment plan have
voting
and transfer rights. Shares of common stock which are held in the
plan are
not directly allocated to individual participants but instead are
held in
a separate fund in which participants acquire units. Such fund
also holds
varying amounts of cash and short-term investments. The number
of shares
allocable to a participant will vary on a daily basis based upon
the cash
position of the fund and the market price of the stock.
|
(B)
|
Under
the
terms of the stock option agreements granted to the directors,
all options
granted to a director that have otherwise not vested will vest
and become
exercisable in the event that he or she retires or resigns from
the board.
The following directors have unvested options that would accelerate
and
vest upon retirement or resignation from the board: Mr. Roberts,
2,000 options; Mr. J. Klein, 2,000 options; Mr. Armstrong, 6,000
options; and Mr. Hunter, 6,000 options. Options granted to each of
the officers provide that they will vest and become exercisable
in the
event that the officer retires after attaining age 55; accordingly,
25,000 options granted to Mr. McClanathan would become exercisable if
he were to retire.
|
(C)
|
The
number of
shares outstanding for purposes of this calculation was the number
outstanding as of November 1, 2007 plus the number of shares which
could be acquired upon the exercise of vested options, or options
that
could vest within 60 days, by all officers and directors, and the
conversion of vested stock equivalents and equivalents that could
vest
within 60 days.
|
(D)
|
Mr. Stiritz
disclaims beneficial ownership of 521,357 shares of common stock
owned by his wife.
|
(E)
|
Mr. Mulcahy
disclaims beneficial ownership of 12,500 shares of common stock owned
by his wife and 111 shares owned by his
step-daughter.
|
(F)
|
Includes
30,000 shares which are subject to a prepaid variable share forward
transaction pursuant to which Mr. McGinnis will, in the future,
deliver a number of shares of common stock, or the cash equivalent,
the
amount of which will depend upon the current market price for the
common
stock at the time of delivery.
|
(G)
|
Includes
2,500,000 shares owned by Mr. Stiritz and his wife which are
subject to prepaid variable share forward transactions pursuant
to which
they will, in the future, deliver a number of shares of common
stock, or
the cash equivalent, the amount of which will depend upon the current
market price for the common stock at the time of
delivery.
|
(H)
|
Includes
vested common stock equivalents which will convert to shares of
common
stock upon the individual’s retirement, resignation from the Board or
termination of employment with the Company. The number of vested
equivalents credited to each individual officer or director is
as follows:
Mr. Stiritz, 130,000; Mr. Hoover, 10,000; Mr. Liddy,
10,000; Mr. Micheletto, 10,000; Mr. Roberts, 10,000; Mr. J.
Klein, 10,000; Ms. Nicholson, 10,000; Mr. Ward Klein, 47,917;
Mr. McClanathan, 36,667; Mr. Sescleifer, 10,417;
Mr. Hatfield, 3,334; Ms. Stratmann, 10,417; and all other
executive officers, 0. In addition, under the terms of restricted
stock
equivalent awards granted in May, 2003, unvested equivalents will,
by
their terms, vest and convert to shares of common stock in the
event the
officer retires after attaining age 55. Accordingly, this number also
includes 13,333 of these equivalents granted to Mr. McClanathan which
would vest and convert to shares of common stock if he were to
retire.
|
•
|
base
salary,
|
•
|
incentive
program—a three-tier program (annual and two-year cash bonuses, and
three-year equity awards) focused on consistent earnings per share
(“EPS”)
growth from year to year and over longer term
periods,
|
•
|
a
deferred
compensation plan with a 25% Company match for deferrals into a
fund
tracking the performance of our common
stock,
|
•
|
supplemental
retirement plans which restore retirement benefits otherwise limited
by
IRS regulations,
|
•
|
change
of
control severance
benefits, and
|
•
|
limited
perquisites.
|
•
|
below
the
50th percentile
for base salary,
|
•
|
at
or below
the 50th percentile
for target total cash (base and
bonus), and
|
•
|
above
the
50th percentile
for long-term incentives.
|
•
|
EPS
performance reflects the cumulative impact of operating and financial
management decisions throughout our organization and provides a
unified
and consistent measure of performance. It also enables the design
of
underlying performance metrics which build up to annual and longer-term
EPS goals.
|
•
|
EPS
is a
readily determinable figure included in our reported results—making it a
measure easily understood and accessed by executives and employees
in our
incentive programs, as well as by our
shareholders.
|
•
|
There
is a
demonstrably high correlation of almost 90% between movement in
the share
price of our common stock and changes in our trailing four quarters
EPS,
adjusted for the unusual items described under Adjustment of Goals
below. After the end of fiscal year 2001, when we experienced
a net
loss, we implemented an annual incentive program focused on consistent
year over year growth in EPS, which has evolved into our current
three-tier program. From that time until the end of fiscal year
2007,
Energizer has produced a 37% compound annual growth in its diluted
EPS, as
adjusted, and a 36% compound annual growth in share price. (The
above
growth rate in EPS is based on fully diluted EPS for 2001 and 2007,
determined in accordance with U.S. generally accepted accounting
principles (“GAAP”) and adjusted for a write-off of goodwill in 2001 of
$119 million, and for a one-time non-cash tax benefit of
$7.4 million recognized in 2007, as discussed in Adjustment of
Goals below.)
|
•
|
We
believe
that this focus on consistent EPS growth has resulted in superior
executive decision-making and performance, as well as excellent
share
price growth, and, therefore, that the continued utilization of
EPS as the
key performance metric for our executive officers remains
appropriate.
|
•
|
provide
comparative market data from our peer group with respect to the
compensation of the named executive officers and the
directors,
|
•
|
analyze
our
compensation and benefit programs relative to our peer group, at
target
compensation levels, and
|
•
|
advise
the
committee on trends in compensation practice and on management
proposals
with respect to executive
compensation.
|
Alberto
Culver(2)
|
Brown
Shoe(4)
|
Fortune
Brands(1)(3)
|
Newell
Rubbermaid(1)
|
Tupperware(1)
|
Anheuser
Busch(3)
|
Church
&
Dwight(2)
|
Hasbro(3)
|
NuSkin
Enterprises(2)
|
Wrigley(3)
|
Avon
Products(2)
|
Clorox(1)
|
Hershey(3)
|
Playtex
Products(2)
|
|
Bausch &
Lomb(2)
|
Colgate-Palmolive(2)
|
J.M.
Smucker(3)
|
Revlon(2)
|
|
Black &
Decker(1)
|
Del
Monte
Foods(3)
|
Kellogg(3)
|
Spectrum(1)(2)
|
•
|
their
impact
on the aggregate salaries of the executive
group,
|
•
|
their
impact
on total compensation paid, individually and to all of the
officers, and
|
•
|
their
impact
on the individual components of that total compensation which change
as a
result of a change in base salaries—such as target annual bonus, target
long-term bonus, and benefits.
|
•
|
an
annual
cash bonus program with a target for annual EPS growth, as adjusted,
set
at 10% above prior year results, as well as a subjective component
focused
on individual performance;
|
•
|
a
two-year
cash bonus program which provides an opportunity for an additional
cash
bonus for year over year increases in EPS
results; and
|
•
|
a
three-year
performance award of restricted stock equivalents, 75% of which
are
performance-linked and vest only if goals for three-year compound
annual
growth in EPS are achieved. (These are described under EQUITY AWARDS
below.)
|
•
|
Company
performance. This component rewards achievement of Company
performance goals established at the beginning of each fiscal year.
For
the executive officers, the program is designed to reward significant
annual EPS growth, and provides the following potential
bonuses:
|
Goals
for Annual Objective Component—
|
Bonus
which will be Awarded
|
Set
at Beginning of Each Fiscal Year
|
upon
Achievement of Goals
|
Threshold—set
at prior year’s final GAAP results
|
50%
of 70% of
officer’s “bonus target”
|
10%
(target)-
set at 10% above Threshold goal
|
100%
of 70%
of officer’s “bonus target”
|
Stretch—set
at 20% above Threshold goal
|
150%
of 70%
of officer’s “bonus target”
|
(Bonuses
indicated increase proportionately for final results between the
goals
indicated—with maximum bonus at stretch. No bonuses are paid for
results below the Threshold
goal.)
|
|
•
|
Mr. Klein
- 100%
|
|
•
|
Mr. Sescleifer
- 80%
|
|
•
|
Mr. Hatfield
- 80%
|
|
•
|
Mr. McClanathan
- 80%
|
|
•
|
Ms. Stratmann
- 60%
|
•
|
Individual
performance. The individual performance component of the
annual bonus is based upon a subjective evaluation of the officer’s
performance during the year, including performance against pre-established
“focal points” for business and personal improvement. Based on that
evaluation, a subjective rating is assigned to each officer, each
of which
ratings provide the following potential
bonuses:
|
Rating
|
Individual
Performance Bonus
|
“1”
or
“major contributor”
|
200%
of
30% of officer’s “bonus target”
|
“2”
or
“significant contributor”
|
125%
of
30% of officer’s “bonus target”
|
“3”
or
“solid contributor”
|
50%
of
30% of officer’s “bonus target”
|
“4”
or
“marginal contributor”
|
0
|
“5”
or
“unsatisfactory contributor”
|
0
|
•
|
the
acquisition of Playtex,
|
•
|
the
achievement of solid growth in sales and operating profit in the
Company’s
two divisions despite a difficult business
environment, and
|
•
|
the
Company’s
continuing growth in EPS above targeted
levels.
|
Amount
of Bonus
|
|||
EPS
Goals for
|
Opportunity
if Goals for
|
Bonus
Payment if Goals
|
|
Year
One
|
Year
One
Achieved
|
EPS
Goals for Year
Two
|
for
Year Two
Achieved
|
10%
(target)—set at 10% above prior year’s final EPS results
|
50%
of
officer’s “bonus target”
|
Threshold—set
at final EPS results for year one
|
50%
of bonus
opportunity created after year one
|
Stretch—set
at 20% above prior
year’s
final EPS results
|
100%
of
officer’s “bonus target”
|
10%(target)—set
at 10% above final EPS results for year one
|
100%
of bonus
opportunity created after year one
|
(Bonus
opportunities and payments indicated increase proportionately for
final
results between the goals indicated. No opportunity created or
bonus paid for results below the above
goals.)
|
•
|
extraordinary
dividends, stock splits or stock
dividends;
|
•
|
recapitalizations
or reorganizations of the Company, including spin-offs or
liquidations;
|
•
|
any
merger or
consolidation of the Company with another
corporation;
|
•
|
unusual
or
non-recurring non-cash accounting impacts or changes in accounting
standards or treatment;
|
•
|
unusual
or
non-recurring non-cash accounting treatments related to an acquisition
by
the Company completed during the fiscal
year.
|
Increase
Due to
|
Increase
|
Adjusted
|
||
Bonus
|
|
European
|
Reflecting
|
2007
Bonus
|
Program
|
Formula
for
|
Restructuring
|
Annual
|
Program
EPS
|
Goals
|
Setting
Goals
|
Relief
in FY 2006
|
Savings
|
Goals
|
Threshold
|
FY
2006 EPS
results—$4.14
|
$0.25
|
—
|
$ 4.39
|
10%
|
10%
above
Threshold
|
10%
above
adjusted Threshold
|
$ .07
|
$ 4.90
|
Stretch
|
20%
above
Threshold
|
20%
above
adjusted Threshold
|
$ .07
|
$ 5.34
|
Adjusted
2008
|
|||
Bonus
|
|
Decrease
Reflecting Non-Cash
|
Bonus
|
Program
|
Formula
for
|
Accounting
Impact of German
|
Program
EPS
|
Goals
|
Setting
Goals
|
Tax
Benefit in FY 2007
|
Goals
|
Threshold
|
FY
2007 EPS
results—$5.51
|
$0.12
|
$ 5.39
|
10%
|
10%
above
Threshold
|
10%
above
adjusted Threshold
|
$ 5.93
|
Stretch
|
20%
above
Threshold
|
20%
above
adjusted Threshold
|
$ 6.47
|
•
|
25%
of the
equivalents awarded vest on the third anniversary of grant, provided
that
the executive remains employed with us at that
time,
|
•
|
an
additional
25% vests only if 10% compound annual growth in EPS, as adjusted,
over the 3-year period is
achieved, and
|
•
|
the
remaining
50% vests ratably for compound growth in EPS, as adjusted, above
10% (up
to a maximum of 15%) over the three-year
period.
|
•
|
The
consultant uses pricing models comparable to Black-Scholes for
restricted
stock equivalents and performance awards, giving consideration
to risk of
forfeiture and degree of upside potential for performance
shares.
|
•
|
In
valuing
the performance component of our performance awards, the consultant
assigns a premium to reflect the fact that our maximum payout,
for 15%
compound growth in EPS over the three-year term of the award, is
three
times our target payout (for 10% compound growth) instead of the
more
customary two times target. This structure reflects our greater
emphasis
on “pay at risk”.
|
•
|
As
with the
setting of base salary, the size of awards recommended reflects
the
interplay involved with providing long-term incentive compensation,
valued
at target, at or slightly above the 50th percentile
and maintaining total compensation for each officer, and for all
of the
officers as a group, at the 50th percentile,
as well as a consideration of parity among the officers, individual
circumstances, current dilution rates, and the market run-rate
for equity
grants among the peer group. Based on these considerations and
the
consultant’s valuation, the chief executive officer subjectively
determines an appropriate number of shares or share units to be
recommended to the committee for each
officer.
|
•
|
The
committee
reviews the proposed awards with its consultant and then generally
acts in
line with the recommendations.
|
•
|
The
Energizer
common stock unit fund, including the 25% Company match, links
the
executives’ personal financial interests to the performance of our common
stock, with no dilutive impact on shareholders because payouts
under the
plan are made in cash. Moreover, the three-year vesting requirements
for
the match provide us with an additional means of retaining
executives.
|
•
|
The
25%
Company match has been identified by the committee’s consultant as a
benefit that is greater than similar benefits offered by our peer
group.
However, because of the above advantages of the program, and because
the
aggregate value of our total compensation for 2007, for each officer,
and
for the officers as a group, approximates the 50th percentile
for the peer group, the committee has determined to keep the match
in
place.
|
•
|
The
investment options tracking the investment funds in our 401(k)
plan allow
executives to tailor their retirement investments according to
their
individual investment objectives, although executives must retain
their
deferred bonuses in the Energizer common stock unit fund for at
least a
year, and the 25% Company match must remain in that fund until
vested.
|
•
|
The
prime
rate fund provides an above-market rate of return. Because its
inclusion
in the plan has not impacted our goal of achieving total compensation
at
the 50th percentile,
the committee has elected to retain the prime rate
fund.
|
•
|
50%
of total
equivalents granted, or
|
•
|
the
number
that would have been granted if actual EPS performance for the
period
between grant and the change of control were achieved at the end
of the
three-year period,
|
•
|
except
as
noted above, no benefits become payable under an agreement unless
the
executive is involuntarily terminated, or voluntarily terminates
for good
cause; and
|
•
|
the
agreements limit the ability of the new management to impose unfavorable,
harsh or unfair conditions of employment in order to motivate the
executive to voluntarily terminate and forfeit severance
benefits.
|
•
|
such
protections are common among companies of our size, and allow us
to offer
a competitive compensation package,
|
•
|
the
committee’s consultant has advised that the aggregate projected cost of
the agreements is at the lower end of prevailing
practice, and
|
•
|
such
costs
will only be triggered if the new controlling entity terminates
the
protected executives, or they terminate for good cause, during
the
protected period.
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock
Awards
(2)
|
Option
Awards
(3)
|
Non-Equity
Incentive
Plan
Comp.
(4)
|
Change
in
Pension
Value
and
Nonqual’d
Deferred
Comp.
Earnings
(5)
|
All
Other
Compensation
(6)
|
Total
($)
|
Ward
M.
Klein
|
2007
|
$745,833
|
$0
|
$7,616,242
|
$287,417
|
$1,853,500
|
$1,039,589
|
$226,221
|
$11,768,802
|
Chief
Executive Officer
|
|||||||||
Daniel
J.
Sescleifer
|
2007
|
$397,500
|
$0
|
$1,462,923
|
$56,074
|
$788,480
|
$191,577
|
$61,615
|
$2,958,169
|
Executive
Vice President
and
Chief
Financial Officer
|
|||||||||
Joseph
W.
McClanathan
|
2007
|
$449,166
|
$0
|
$2,396,152
|
$91,649
|
$836,880
|
$737,364
|
$68,907
|
$4,580,118
|
President &
CEO
Energizer
Household Products
|
|||||||||
David
P.
Hatfield
|
2007
|
$342,917
|
$0
|
$1,030,360
|
$38,862
|
$582,060
|
$246,745
|
$103,092
|
$2,344,036
|
President &
CEO,
Energizer
Personal Care
|
|||||||||
Gayle
G.
Stratmann
|
2007
|
$317,500
|
$0
|
$1,208,515
|
$83,728
|
$426,720
|
$232,145
|
$45,860
|
$2,314,468
|
Vice
President and
General
Counsel
|
(1)
|
All
awards
under our annual and two-year bonus program are based upon achievement
of
either individual or Company performance measures established at
the
beginning of a performance period. Consequently, the value of all
bonuses
earned during the fiscal year are included in the Non-Equity Incentive
Plan Compensation column of this
table.
|
(2)
|
The
amounts
reported in this column reflect the dollar amount, without any
reduction
for risk of forfeiture, recognized in the fiscal year for financial
reporting purposes for stock awards to the listed officers, calculated
in
accordance with the provisions of FAS 123R. Portions of awards
granted over several years are included in this amount. The FAS 123R
value as of the grant date is spread over the number of months
of service
required for the grant to become vested, which may be accelerated
for
retirement eligible officers. Accounting expense is also affected
by the
current probability of meeting or exceeding performance targets
included
in some of the awards, since that is how they are expensed. Assumptions
utilized in the calculation of these amounts are set forth in
“Note 7. Share-Based Payments” of the Notes to Consolidated Financial
Statements of our 2007 Annual
Report.
|
(3)
|
The
amounts
reported in this column reflect the dollar amount, without any
reduction
for risk of forfeiture, recognized in the fiscal year for financial
reporting purposes for stock options held by the listed officers,
calculated in accordance with the provisions of FAS 123R. Although no
options were granted during the fiscal year, the amounts reflect
portions
of options granted over the past several years which had not vested
as of
the beginning of the year. The FAS 123R value as of the grant date is
spread over the number of months of service required for the grant
to
become vested. Assumptions utilized in the calculation of these
amounts
are set forth in “Note 7. Share-Based Payments” of the Notes to
Consolidated Financial Statements of our 2007 Annual
Report.
|
(4)
|
The
amounts
reported in this column reflect bonuses earned by the named executive
officers during the fiscal year under our annual and two-year cash
bonus
program, which is described in our Compensation Discussion and
Analysis.
These amounts are comprised of
|
|
(i)
|
the
annual
individual performance component;
|
|
(ii)
|
the
annual
Company performance component; and
|
|
(iii)
|
the
two-year
bonus which was created based on fiscal 2006 Company performance
and which
became payable based upon fiscal year 2007
performance.
|
|
•
|
Mr. Klein,
(i) $450,000; (ii) $787,500;
(iii) $616,000
|
|
•
|
Mr. Sescleifer,
(i) $192,000; (ii) $336,000;
(iii) $260,480
|
|
•
|
Mr. McClanathan,
(i) $216,000; (ii) $378,000;
(iii) $242,880
|
|
•
|
Mr. Hatfield,
(i) $168,000; (ii) $294,000;
(iii) $120,060
|
|
•
|
Ms. Stratmann,
(i) $72,000; (ii) $201,600;
(iii) $153,120
|
|
•
|
Mr. Klein,
$1,039,087
|
|
•
|
Mr. Sescleifer,
$153,135
|
|
•
|
Mr. McClanathan,
$722,307
|
|
•
|
Mr. Hatfield,
$225,003
|
|
•
|
Ms. Stratmann;
$232,145
|
|
•
|
Mr. Klein,
$502
|
|
•
|
Mr. Sescleifer,
$38,442
|
|
•
|
Mr. McClanathan,
$15,057
|
|
•
|
Mr. Hatfield,
$21,742
|
|
•
|
Mr. Klein,
$39,427
|
|
•
|
Mr. Sescleifer,
$37,275
|
|
•
|
Mr. McClanathan,
$35,787
|
|
•
|
Mr. Hatfield,
$36,577
|
|
•
|
Ms. Stratmann,
$14,086
|
|
•
|
Mr. Klein
- $11,296
|
|
•
|
Mr. McClanathan
- $787
|
|
•
|
Mr. Klein
- $3,680
|
|
•
|
Mr. Sescleifer
- $6,612
|
|
•
|
Mr. McClanathan
- $12,000
|
|
•
|
Ms. Stratmann
- $4,388
|
|
•
|
Mr. Klein,
$33,451
|
|
•
|
Mr. Sescleifer,
$4,545
|
|
•
|
Mr. McClanathan,
$7,150
|
|
•
|
Mr. Hatfield,
$41,017
|
|
•
|
Ms. Stratmann,
$14,203
|
•
|
cash
awards
under our annual and two-year cash bonus
program,
|
•
|
three-year
performance awards under the terms of our 2000 incentive stock
plan, and
|
•
|
Company-matching
deferrals (payable in cash at retirement) under our deferred compensation
plan.
|
Estimated
Future Payouts
Under
Non-Equity
Incentive
Plan Awards
|
Estimated
Future Payouts Under Equity
Incentive
Plan Awards (#)
|
||||||||||
Name
|
Type
of Award
|
Grant
Date
|
Date
of
Comp.
Comm.
Action(7)
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
All
Other Stock
Awards:
Number
of
Shares
of
Stock(#)
|
Grant
Date
Fair
Value
of
Stock
Awards(8)
|
W.
M.
Klein
|
Bonus:
Two-Year
|
10/9/06(1)
|
$187,500
|
$375,000
|
$750,000
|
||||||
Bonus:
Annl.Co.Perf.
|
10/9/06(2)
|
$262,500
|
$525,000
|
$787,500
|
|||||||
Bonus:
Annl.Ind.Perf.
|
10/9/06(3)
|
$112,500
|
$281,250
|
$450,000
|
|||||||
Perf.Awd.:3Yr.CAGR
|
10/9/06(4)
|
20,000
|
20,000
|
60,000
|
$4,420,800
|
||||||
Perf.Awd.:
TimeVest
|
10/9/06(5)
|
20,000
|
$1,473,600
|
||||||||
Company
Match
|
11/30/06(6)
|
10/11/05
|
4,812
|
$376,050
|
|||||||
D.J.
Sescleifer
|
Bonus:
Two-Year
|
10/9/06(1)
|
$80,000
|
$160,000
|
$320,000
|
||||||
Bonus:
Annl.Co.Perf.
|
10/9/06(2)
|
$112,000
|
$224,000
|
$336,000
|
|||||||
Bonus:
Annl.Ind.Perf.
|
10/9/06(3)
|
$48,000
|
$120,000
|
$192,000
|
|||||||
Perf.Awd.:3Yr.CAGR
|
10/9/06(4)
|
4,000
|
4,000
|
12,000
|
$884,160
|
||||||
Perf.Awd.:
TimeVest
|
10/9/06(5)
|
4,000
|
$294,720
|
||||||||
Company
Match
|
11/30/06(6)
|
10/11/05
|
996
|
$ 77,892
|
|||||||
J.W.
McClanathan
|
Bonus:
Two-Year
|
10/9/06(1)
|
$90,000
|
$180,000
|
$360,000
|
||||||
Bonus:
Annl.Co.Perf.
|
10/9/06(2)
|
$126,000
|
$252,000
|
$378,000
|
|||||||
Bonus:
Annl.Ind.Perf.
|
10/9/06(3)
|
$54,000
|
$135,000
|
$216,000
|
|||||||
Perf.Awd.:3Yr.CAGR
|
10/9/06(4)
|
5,000
|
5,000
|
15,000
|
$1,105,200
|
||||||
Perf.Awd.:
TimeVest
|
10/9/06(5)
|
5,000
|
$368,400
|
||||||||
Company
Match
|
11/30/06(6)
|
10/11/05
|
1,953
|
$152,604
|
|||||||
D.P.
Hatfield
|
Bonus:
Two-Year
|
10/9/06(1)
|
$70,000
|
$140,000
|
$280,000
|
||||||
Bonus:
Annl.Co.Perf.
|
10/9/06(2)
|
$98,000
|
$196,000
|
$294,000
|
|||||||
Bonus:
Annl.Ind.Perf.
|
10/9/06(3)
|
$42,000
|
$105,000
|
$168,000
|
|||||||
Perf.Awd.:3Yr.CAGR
|
10/9/06(4)
|
2,500
|
2,500
|
7,500
|
$552,600
|
||||||
Perf.Awd.:
TimeVest
|
10/9/06(5)
|
2,500
|
$184,200
|
||||||||
G.G.
Stratmann
|
Bonus:
Two-Year
|
10/9/06(1)
|
$48,000
|
$96,000
|
$192,000
|
||||||
Bonus:
Annl.Co.Perf.
|
10/9/06(2)
|
$67,200
|
$134,400
|
$201,600
|
|||||||
Bonus:
Annl.Ind.Perf.
|
10/9/06(3)
|
$28,800
|
$72,000
|
$115,200
|
|||||||
Perf.Awd.:3Yr.CAGR
|
10/9/06(4)
|
3,000
|
3,000
|
9,000
|
$663,120
|
||||||
Perf.Awd.:
TimeVest
|
10/9/06(5)
|
3,000
|
$221,040
|
||||||||
Company
Match
|
11/30/06(6)
|
10/11/05
|
1,272
|
$ 77,892
|
(1)
|
These
amounts
represent the two-year cash bonus opportunities which could have
been
earned under our two-year bonus program during fiscal year 2007.
Because
final fiscal year 2007 EPS results as adjusted exceeded the stretch
EPS
goal for that year, the actual opportunity created under the program
was
equal to 100% of each individual’s target bonus, as shown in the Maximum
column; payment of any portion of that amount, however, is contingent
upon
final EPS results for fiscal year 2008.
|
(2)
|
These
amounts
represent the amounts which potentially could have been earned
under the
Company performance component of the annual cash bonus program
for fiscal
year 2007. Based on final 2007 results, the actual amounts earned
are as
follows:
|
|
•
|
Mr. Klein,
$787,500
|
|
•
|
Mr. Sescleifer,
$336,000
|
|
•
|
Mr. McClanathan,
$378,000
|
|
•
|
Mr. Hatfield,
$294,000
|
|
•
|
Ms. Stratmann,
$201,600
|
(3)
|
These
amounts
represent the amounts which potentially could have been earned
under the
individual performance component of the annual cash bonus program
for
fiscal year 2007. The actual amounts earned under this component,
based
upon the subjective rating of each named executive officer as of
the end
of fiscal year 2007, are as
follows:
|
|
•
|
Mr. Klein,
$450,000
|
|
•
|
Mr. Sescleifer,
$192,000
|
|
•
|
Mr. McClanathan,
$216,000
|
|
•
|
Mr. Hatfield,
$168,000
|
|
•
|
Ms. Stratmann,
$72,000
|
(4)
|
Vesting
of
these restricted stock equivalents (the performance-linked component),
awarded under the performance awards granted on October 9, 2006, is
subject to achievement of adjusted targets for compound annual
growth in
EPS over the three-year period commencing September 30,
2006.
|
(5)
|
These
common
stock equivalents (the non-performance-linked component), awarded
under
the performance awards granted on October 9, 2006, will vest three
years from the date of grant, if the officer remains employed with
us at
that time.
|
(6)
|
These
amounts
represent 25% Company matching deferrals credited during fiscal
year 2007.
They were credited with respect to annual and two-year cash bonuses
earned
during fiscal year 2006 but deferred at the election of the officers
after
the end of that year.
|
(7)
|
The
Company
matching deferrals described in footnote (6) were approved
by the Committee at the beginning of the fiscal year, prior to
irrevocable
elections by the officers to defer all or a portion of any bonuses
they
might receive at the end of the year. The actual matching deferrals
were
not credited until after the end of the fiscal year, when the amount
of
such bonuses was actually determined.
|
(8)
|
The
aggregate
grant date value of the equity awards for financial reporting purposes
in
accordance with FAS 123R is set forth with respect to each of the
officers in the table above. Assumptions utilized in the valuation
are set
forth in “Note 7. Share-Based Payments” of the Notes to Consolidated
Financial Statements of our 2007 Annual
Report.
|
•
|
Non-qualified
stock options granting the right to acquire shares of our common
stock at
an exercise price equal to its closing price on the date of grant.
These
options generally become exercisable at the rate of 20% to 25%
per year
over a four or five year period (as indicated below), and remain
exercisable over the ten-year period following grant. Vesting of
all
options, however, will accelerate upon the death, disability, retirement
on or after age 55, or involuntary termination (other than for cause,
which is defined as gross misconduct) of the officer, and upon
a change of
control of the Company, which is defined as (i) the
acquisition by a person or group of more than 50% of our outstanding
voting securities; or (ii) directors of the Company
immediately before a business combination between the Company and
another
entity, or a proxy contest for the election of directors, ceasing,
as a
result of the combination or contest, to constitute a majority
of the
board. Outstanding option awards are described under Option Awards,
in the
table below.
|
•
|
Restricted
stock equivalents vest incrementally over four to nine years (as
indicated
below), and at vesting convert into non-restricted shares of our
common
stock which will then be issued to the officer. (However, if the
officer
elected to defer receipt of such shares, they will not convert
at vesting
and, instead, will not be issued until following the officer’s retirement
or other termination of employment.) Vesting of restricted stock
equivalents will accelerate, however, upon the death, disability,
or
involuntary termination (other than for cause) of the officer,
and upon a
change of control of the Company, which is defined in the same
manner
described for stock options above. However, for the restricted
stock
equivalents vesting in equal increments on May 19, 2009 and
May 19, 2012, as noted below, vesting will also be accelerated upon
the officer’s retirement on or after age 55. Currently only
Mr. McClanathan is retirement eligible. Unvested restricted stock
equivalent awards are included under Stock Awards—Number of Shares or
Units of Stock That Have Not Vested, in the table
below.
|
•
|
Three-year
performance awards grant restricted stock equivalents or restricted
stock
equivalent units, the vesting of which is subject to the achievement
of
performance-linked and non-performance-linked conditions, as described
in
our Compensation Discussion and Analysis—EQUITY AWARDS. A description of
the performance awards granted October 9, 2006, and the terms of
their vesting, including accelerated vesting, is set forth in the
narrative to the Grants of Plan-Based Awards table above. Except
as noted
below, the performance awards granted on October 11, 2005 have
similar terms, but the compound growth targets for those three
year awards
utilize a base of $3.82. The maximum equivalents or units which
would vest
under the performance-linked component of these performance awards
are
included below under Stock Awards—Equity Incentive Plan Awards, and the
number of equivalents or units that would vest under the
non-performance-linked component is included under Stock Awards—Number of
Shares or Units of Stock That Have Not Vested, in the table below.
Fewer
equivalents or units will vest for compound growth that is less
than 15%
but at least 10% over the applicable three-year period, and if
growth for
the period is below 10%, no performance-linked equivalents or units
will
vest.
|
•
|
Voluntary
deferrals of cash bonuses under our annual and two-year bonus program
into
the Energizer common stock unit fund of our deferred compensation
plan
receive a Company matching deferral of 25%, provided that the voluntary
deferrals are retained in that fund for at least a year. The Company
matching deferrals are also credited to the Energizer common stock
unit
fund, and must remain in that fund until vested, which will occur
three
years from the date of initial crediting, if the officer remains
employed
with us at that time. Company matching deferrals will also vest
upon an
officer’s retirement, involuntary termination, disability or death, and
upon a change of control of the Company. Unvested Company matching
deferrals as of September 30, 2007 are included under Stock
Awards—Number of Shares or Units of Stock That Have Not Vested, in the
table below.
|
Option
Awards
|
Stock
Awards
|
|||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested (#)
|
Market
Value
of
Shares or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested ($)
|
W.
M.
Klein
|
40,000
|
—
|
$ 17
|
5/7/10
|
79,098(5)
|
$8,768,013
|
135,000(10)
|
$14,964,750
|
50,000
|
—
|
$
21.0625
|
11/19/10
|
|||||
60,000
|
40,000(1)
|
$ 42.90
|
1/25/14
|
|||||
22,500
|
22,500(2)
|
$ 49.18
|
1/13/15
|
|||||
D.J.
Sescleifer
|
16,668
|
—
|
$ 30.10
|
9/22/12
|
28,094(6)
|
$3,114,220
|
24,000(11)
|
$2,660,400
|
—
|
5,000(3)
|
$ 46.13
|
10/18/14
|
|||||
J.
W.
McClanathan
|
50,000
|
—
|
$ 30.10
|
9/22/12
|
34,460(7)
|
$3,819,891
|
34,500(12)
|
$3,824,325
|
30,000
|
20,000(1)
|
$ 42.90
|
1/25/14
|
|||||
10,000
|
10,000(3)
|
$ 46.13
|
10/18/14
|
|||||
D.
P.
Hatfield
|
16,667
|
—
|
$ 30.10
|
9/22/12
|
18,023(8)
|
$1,997,850
|
15,000(13)
|
$1,662,750
|
10,000
|
5,000(3)
|
$ 46.13
|
10/18/14
|
|||||
G.G.
Stratmann
|
—
|
20,000(4)
|
$ 26.64
|
3/16/13
|
24,597(9)
|
2,726,577
|
20,100(14)
|
$2,228,085
|
—
|
5,000(3)
|
$ 46.13
|
10/18/14
|
(1)
|
Vesting
in
equal increments on 1/26/08 and 1/26/09.
|
(2)
|
Vesting
in
equal increments on 1/14/08 and 1/14/09.
|
(3)
|
Vesting
in
equal increments on 10/19/07 and 10/19/08.
|
(4)
|
Vesting
on
3/17/08.
|
(5)
|
Of
this total
for Mr. Klein,
|
|
• 13,333
restricted stock equivalents will vest in equal increments on 5/19/09
and
5/19/12;
|
|
• 11,250
restricted stock equivalents will vest in equal increments on 1/14/08
and
1/14/09;
|
|
• 4,703
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2005 will vest on 11/22/08;
|
|
• 4,812
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2006 will vest on 11/30/09;
|
|
• 25,000
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan (which is the non-performance-linked
component of the performance awards granted 10/11/05) vest in total
on
10/11/08; and
|
|
• 20,000
restricted stock equivalents (which is the non-performance-linked
component of the performance awards granted 10/09/06) vest on
10/09/09.
|
(6)
|
Of
this total
for Mr. Sescleifer,
|
|
• 13,333
restricted stock equivalents will vest in equal increments on 5/19/09
and
5/19/12;
|
|
• 2,500
restricted stock equivalents will vest in equal increments on 10/19/07
and
10/19/08;
|
|
• 1,073
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2004 will vest on 11/15/07;
|
|
• 2,192
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2005 will vest on 11/22/08;
|
|
• 996
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2006 will vest on 11/30/09;
|
|
• 4,000
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan (which is the non-performance-linked
component of the performance awards granted 10/11/05) vest in total
on
10/11/08; and
|
|
• 4,000
restricted stock equivalents (which is the non-performance-linked
component of the performance awards granted 10/09/06) vest on
10/09/09.
|
(7)
|
Of
this total
for Mr. McClanathan,
|
|
• 13,333
restricted stock equivalents will vest in equal increments on 5/19/09
and
5/19/12;
|
|
• 5,000
restricted stock equivalents will vest in equal increments on 10/19/07
and
10/19/08;
|
|
• 2,674
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2005 will vest on 11/22/08;
|
|
• 1,953
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2006 will vest on 11/30/09;
|
|
• 6,500
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan (which is the non-performance-linked
component of the performance awards granted 10/11/05) vest in total
on
10/11/08; and
|
|
• 5,000
restricted stock equivalents (which is the non-performance-linked
component of the performance awards granted 10/09/06) vest on
10/09/09.
|
(8)
|
Of
this total
for Mr. Hatfield,
|
|
• 6,666
restricted stock equivalents will vest in equal increments on 5/19/09
and
5/19/12;
|
|
• 2,500
restricted stock equivalents will vest in equal increments on 10/19/07
and
10/19/08;
|
|
• 1,993
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2004 will vest on 11/15/07;
|
|
• 1,864
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2005 will vest on 11/22/08;
|
|
• 2,500
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan (which is the non-performance-linked
component of the performance awards granted 10/11/05) vest in total
on
10/11/08; and
|
|
• 2,500
restricted stock equivalents (which is the non-performance-linked
component of the performance awards granted 10/09/06) vest on
10/09/09.
|
(9)
|
Of
this total
for Ms. Stratmann,
|
|
• 13,333
restricted stock equivalents will vest in equal increments on 5/19/09
and
5/19/12;
|
|
• 2,500
restricted stock equivalents will vest in equal increments on 10/19/07
and
10/19/08;
|
|
• 792
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2005 will vest on 11/22/08;
|
|
• 1,272
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan granted as Company matching deferrals
in
2006 will vest on 11/30/09;
|
|
• 3,700
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan (which is the non-performance-linked
component of the performance awards granted 10/11/05) vest in total
on
10/11/08; and
|
|
• 3,000
restricted stock equivalents (which is the non-performance-linked
component of the performance awards granted 10/09/06) vest on
10/09/09.
|
(10)
|
Of
this total
for Mr. Klein,
|
|
• 75,000
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan represent the performance-linked
component of our performance awards granted
10/11/05; and
|
|
• 60,000
restricted stock equivalents represent the performance-linked component
of
our performance awards granted 10/09/06.
|
(11)
|
Of
this total
for Mr. Sescleifer,
|
|
• 12,000
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan represent the performance-linked
component of our performance awards granted
10/11/05; and
|
|
• 12,000
restricted stock equivalents represent the performance-linked component
of
our performance awards granted 10/09/06.
|
(12)
|
Of
this total
for Mr. McClanathan,
|
|
• 19,500
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan represent the performance-linked
component of our performance awards granted
10/11/05; and
|
|
• 15,000
restricted stock equivalents represent the performance-linked component
of
our performance awards granted 10/09/06.
|
(13)
|
Of
this total
for Mr. Hatfield,
|
|
• 7,500
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan represent the performance-linked
component of our performance awards granted
10/11/05; and
|
|
• 7,500
restricted stock equivalents represent the performance-linked component
of
our performance awards granted 10/09/06.
|
(14)
|
Of
this total
for Ms. Stratmann,
|
|
• 11,100
restricted stock equivalent units in the Energizer common stock
unit fund
of our deferred compensation plan represent the performance-linked
component of our performance awards granted
10/11/05; and
|
|
• 9,000
restricted stock equivalents represent the performance-linked component
of
our performance awards granted
10/09/06.
|
Option
Awards
|
Stock
Awards
|
|||
Number
of Shares
|
Number
of Shares
|
Value
Realized on
|
||
Acquired
on Exercise
|
Value
Realized on
|
Acquired
on Vesting
|
Vesting
|
|
Name
|
(#)
|
Exercise ($)
|
(#)(1)(2)
|
($)
|
W.
M.
Klein
|
60,000
|
$4,287,138
|
5,625
|
$425,419
|
D.J.
Sescleifer
|
38,332
|
$1,726,400
|
1,250
|
$
96,438
|
J.
W.
McClanathan
|
50,000
|
$3,451,935
|
2,500
|
$192,875
|
D.P.
Hatfield
|
0
|
$ 0
|
1,250
|
$
96,438
|
G.G.
Stratmann
|
29,167
|
$1,606,282
|
1,250
|
$
96,438
|
(1)
|
On
January 14, 2007 (for Mr. Klein) and October 19, 2006 (for
the other officers), 25% of restricted stock equivalents granted
under the
terms of our 2000 incentive stock plan on January 14, 2005, and
October 19, 2004, respectively, vested in accordance with their
terms. Upon vesting, the equivalents converted into shares of our
common
stock which were then issued to the officers free of any restrictions.
If
the officers, however, elected in advance to defer receipt of the
shares
of common stock, conversion will not occur until the officer terminates
employment with us.
|
(2)
|
Receipt
of
the following numbers of shares was deferred, at the election of
each
officer, until retirement or other termination of
employment:
|
|
• Mr.
Klein - 5,625
|
|
• Mr.
Sescleifer - 1,250
|
|
• Ms.
Stratmann - 1,250
|
Number
of
|
||||
Years
Credited
|
Present
Value of
|
Payments
During
|
||
Service
|
Accumulated
|
Last
Fiscal
Year
|
||
Name
|
Plan
Name
|
(#)(1)
|
Benefit
($)(2)
|
($)
|
W.
Klein
|
Energizer
Retirement Plan
|
28
|
$626,764
|
$0
|
Supplemental
Executive Retirement Plan
|
28
|
$3,334,821
|
$0
|
|
D.
Sescleifer
|
Energizer
Retirement Plan
|
6
|
$210,383
|
$0
|
Supplemental
Executive Retirement Plan
|
6
|
$296,365
|
$0
|
|
J.
McClanathan
|
Energizer
Retirement Plan
|
32
|
$724,303
|
$0
|
Supplemental
Executive Retirement Plan
|
32
|
$2,836,847
|
$0
|
|
D.
Hatfield
|
Energizer
Retirement Plan
|
21
|
$474,281
|
$0
|
Supplemental
Executive Retirement Plan
|
21
|
$789,098
|
$0
|
|
G.
Stratmann
|
Energizer
Retirement Plan
|
17
|
$341,283
|
$0
|
Supplemental
Executive Retirement Plan
|
17
|
$414,020
|
$0
|
(1)
|
The
number of
years of credited service reflect years of actual service with
us. For
Messrs. Klein and Hatfield, and Ms. Stratmann, all but 7 of the
years shown include years of actual service with Ralston Purina
Company,
our former parent.
|
•
|
the
Energizer
common stock unit fund, a stock equivalent fund, with returns (based
on
appreciation in stock price) during fiscal 2007 of
53.44%,
|
•
|
a
prime rate
fund, which credits account balances with above-market interest
at the
prime rate quoted by Morgan Guaranty Trust of New York. (For fiscal
year
2007, the average rate credited under this fund was
8.23%), or
|
•
|
21
Vanguard
funds which track the performance of investment funds offered in
our
savings investment plan, a 401(k) plan, with returns during fiscal
2007
ranging from -0.71% to 28.71%.
|
Executive
|
Registrant
|
Aggregate
|
Aggregate
|
Aggregate
|
||
Contributions
in
|
Contributions
in
|
Earnings
in Last
|
Withdrawals/
|
Balance
at Last
|
||
Last
FY
|
Last
FY
|
FY
|
Distributions
|
FYE
|
||
Name
|
Plan
|
($)(1)
|
($)(2)
|
($)(3)
|
($)
|
($)(4)
|
W.
Klein
|
Def’d
Comp.
Plan
|
$1,504,200
|
$376,050
|
$5,848,060
|
$367,380(6)
|
$17,666,597
|
Exec.
S.I.P.
|
$84,042
|
$35,427
|
$306,649
|
$ 0
|
$1,585,408
|
|
Vested
Stock
Equivs.(5)
|
$425,419
|
$ 0
|
$1,841,580
|
$ 0
|
$5,311,599
|
|
Total
|
$2,013,661
|
$411,477
|
$7,996,289
|
$367,380
|
$24,563,604
|
|
D.
Sescleifer
|
Def’d
Comp.
Plan
|
$311,568
|
$77,892
|
$1,141,861
|
$ 0
|
$4,530,483
|
Exec.
S.I.P.
|
$162,600
|
$35,275
|
$169,540
|
$ 0
|
$1,090,019
|
|
Vested
Stock
Equivs.(5)
|
$96,438
|
$ 0
|
$349,780
|
$ 0
|
$1,016,162
|
|
Total
|
$570,606
|
$113,167
|
$1,661,181
|
$ 0
|
$6,636,664
|
|
J.
McClanathan
|
Def’d
Comp.
Plan
|
$610,416
|
$152,604
|
$2,350,345
|
$ 0
|
$9,624,374
|
Exec.
S.I.P.
|
$66,642
|
$31,412
|
$252,070
|
$ 0
|
$1,346,201
|
|
Vested
Stock
Equivs.(5)
|
$ 0
|
$ 0
|
$1,424,880
|
$ 0
|
$4,064,537
|
|
Total
|
$677,058
|
$184,016
|
$4,027,295
|
$ 0
|
$15,035,112
|
|
D.
Hatfield
|
Def’d
Comp.
Plan
|
$ 0
|
$ 0
|
$1,384,902
|
$ 0
|
$5,095,899
|
Exec.
S.I.P.
|
$31,804
|
$29,752
|
$30,181
|
$ 0
|
$223,438
|
|
Vested
Stock
Equivs.(5)
|
$ 0
|
$ 0
|
$129,559
|
$ 0
|
$369,574
|
|
Total
|
$31,804
|
$29,752
|
$1,544,642
|
$ 0
|
$5,688,911
|
|
G.
Stratmann
|
Def’d
Comp.
Plan
|
$397,764
|
$99,441
|
$937,128
|
$ 0
|
$2,784,997
|
Exec.
S.I.P.
|
$45,587
|
$11,536
|
$119,195
|
$ 0
|
$559,069
|
|
Vested
Stock
Equivs.(5)
|
$96,438
|
$ 0
|
$349,780
|
$ 0
|
$1,016,162
|
|
Total
|
$539,789
|
$110,977
|
$1,406,103
|
$ 0
|
$4,360,228
|
(1)
|
The
officer
contributions to our deferred compensation plan during fiscal year
2007
consist of deferred annual and two-year cash bonuses earned with
respect
to fiscal year 2006.
|
|
The
officer
contributions to our executive savings investment plan during fiscal
year
2007 consist of deferred salary for that year, and deferred annual
and
two-year cash bonuses earned with respect to fiscal year
2006.
|
|
The
officer
contributions of vested stock equivalents during fiscal year 2007
consist
of vested but deferred restricted stock equivalents granted in
previous
years. The values shown are as of the date of vesting.
|
(2)
|
Our
contributions to our deferred compensation plan shown in this column
consist of the 25% Company match on deferrals of fiscal year 2006
annual
and two-year bonuses into the Energizer common stock unit fund
of the
plan. The annual expense associated with unvestedCompany
matching contributions is included in the StockAwards column of
the Summary Compensation Table.
|
|
Our
contributions to our executive savings investment plan consist
of Company
contributions which would have otherwise been contributed to the
savings
investment plan and the PPMA but for limitations imposed by the
IRS.
These amounts, in their entirety, are included inthe All
Other Compensation column of the SummaryCompensation
Table.
|
(3)
|
Aggregate
earnings shown in this column consist of:
|
|
• amounts
credited to each executive under the investment options of each
of the
plans, reflecting actual earnings on investment funds offered
under our savings investment plan, a qualified 401(k)
plan,
|
|
• in
the
case of the prime rate option of our deferred compensation plan,
interest
at Morgan Guaranty Trust Company of New York’s prime
rate,
|
|
• the
appreciation in value of each of the investment options in the
plans
between September 30, 2006 and September 30, 2007. (As no
dividends have been paid on our common stock, there have been no
earnings
credited for amounts deferred into the Energizer common stock unit
fund of
either of the plans, but the value of the underlying stock has
appreciated
significantly over that period), and
|
|
• the
appreciation in value of vested restricted stock equivalents (see
footnote
5 below) between September 30, 2006 and September 30, 2007, or
from the date of vesting and September 30, 2007, for awards vesting
and deferred during the fiscal year. (No actual earnings or dividends
have been credited with respect to these awards.)
|
|
The
above-market portion of interest on the prime rateoption (in
excess of 120% of the APR) is set forth inthe column titled
“Change in Pension Value andNonqualified Deferred Compensation
Earnings” of theSummary Compensation Table, and quantified in a
footnoteto that column.
|
(4)
|
Of
the
aggregate balances shown in this column, with respect to the deferred
compensation plan the following amounts were previously reported
as
compensation in the Summary Compensation Tables of our proxy statements
for previous annual meetings:
|
|
• Mr. Klein
- $8,955,828;
|
|
• Mr. Sescleifer
- $2,590,541;
|
|
• Mr. McClanathan
- $4,071,211; and
|
|
• Mr. Hatfield
- $999,600.
|
|
The
balances
in that plan for each of the officers also include amounts deferred
by
them, Company matching deferrals, and earnings thereon, in years
in which
they were not named executive officers and their compensation was
not
included in the Summary Compensation Table, and for Messrs. Klein,
McClanathan and Hatfield, and Ms. Stratmann, include amounts deferred
under the terms of the Ralston Purina Company deferred compensation
plan,
the liabilities of which were assumed by us at the time of our
spin-off.
|
|
Of
the
aggregate balances shown in this column, with respect to our executive
savings investment plan the following amounts were previously reported
as
compensation in the Summary Compensation Tables of our proxy statements
for prior years:
|
|
• Mr. Klein
- $764,203;
|
|
• Mr. Sescleifer
- $423,279;
|
|
• Mr. McClanathan
- $423,096; and
|
|
• Mr. Hatfield
- $26,543.
|
|
The
balances
in that plan for each of the officers also include amounts contributed
by
them, Company matching contributions, and earnings thereon, in
years in
which they were not named executive officers and their compensation
was
not included in the Summary Compensation Table.
|
|
Of
the
aggregate balances shown in this column with respect to the vested
stock
equivalents set forth in footnote (5) below, the following
number of equivalents were previously reported as compensation
in the
Summary Compensation Tables of our proxy statements for the years
when the
awards were granted.
|
|
• Mr. Klein
- 41,917 equivalents;
|
|
• Mr. Sescleifer
- 2,500 equivalents; and
|
|
• Mr. McClanathan
- 26,667 equivalents.
|
|
The
balances
for each of the officers also include vested but deferred equivalents
granted in years in which they were not named executive officers
and their
compensation was not included in the Summary Compensation
Table.
|
(5)
|
The
following
officers elected to defer conversion of the vested restricted stock
equivalents indicated until their termination of employment from
the
Company:
|
|
• Mr. Klein
- 47,917 equivalents;
|
|
• Mr. Sescleifer
- 9,167 equivalents;
|
|
• Mr. McClanathan
- 36,667 equivalents;
|
|
• Mr. Hatfield
- 3,334 equivalents; and
|
|
• Ms. Stratmann
- 9,167 equivalents.
|
|
The
values
shown are as of September 30, 2007.
|
(6)
|
The
distribution to Mr. Klein was pursuant to a short-term deferral
election which he made in 2004.
|
•
|
the
event of
termination (death, permanent disability, involuntary termination
without
cause, or voluntary termination), or a change of control of the
Company,
occurred on September 30, 2007, the last day of our fiscal
year,
|
•
|
the
market
value of our common stock on that date was $110.85 (the actual
closing
price on September 28, 2007, our last trading day before fiscal year
end),
|
•
|
each
of the
officers were terminated on that
date, and
|
•
|
corporate
and
individual federal tax rates were 35%, Missouri state tax rate
was 6%, and
FICA was 1.45%.
|
Involuntary
Termination
|
Death
|
Disability
|
Retirement
After
Age 55
|
Retirement
for
Purposes
of our
Deferred
Comp. Plan
Prior
to 55
|
|
Unvested
stock options
|
Accelerated
|
Accelerated
|
Accelerated
|
Accelerated
|
Forfeited
|
Restricted
stock equivalent awardgranted
5/19/03
|
Accelerated
|
Accelerated
|
Accelerated
|
Accelerated
|
Forfeited
|
Other
restricted stock
equivalentawards
|
Accelerated
|
Accelerated
|
Accelerated
|
Forfeited
|
Forfeited
|
Three
year performance awards granted10/11/05 and
10/09/06
|
Accelerated
|
Accelerated
|
Accelerated
|
Forfeited
|
Forfeited
|
Unvested
25% Company match
|
Accelerated
|
Accelerated
|
Accelerated
|
Accelerated
|
Accelerated*
|
Two-year
bonus opportunity createdafter fiscal year
2007
|
Accelerated
|
Accelerated
|
Accelerated
|
Forfeited
|
Forfeited
|
*
|
Accelerated
only for officers with PEP account balances under our retirement
plan. The
match is forfeited for officers using the FAP benefit
formula.
|
Accelerated
Awards
|
|||||
|
Restricted
|
|
|||
Stock
|
|
Two-Year
|
|
||
Equivalents
|
|
Cash
Bonus
|
|||
Officer
|
|
and
Three-Year
|
Unvested
25%
|
Opportunity
|
|
Termination
|
Stock
|
Performance
|
Company
|
Created
after
|
|
Events
|
Options
|
Awards
|
Match
|
FY2007
|
Total
|
W.
Klein:
1
|
$4,105,575
|
$22,678,063
|
$1,054,797
|
$750,000
|
$
28,588,435
|
W.
Klein:
3
|
—
|
—
|
—
|
—
|
—
|
D.
Sescleifer: 1
|
$
323,600
|
$
5,302,325
|
$472,519
|
$320,000
|
$ 6,418,444
|
D.
Sescleifer: 3
|
—
|
—
|
$472,519
|
—
|
$ 472,519
|
J.
McClanathan: 1
|
$2,006,200
|
$
7,131,350
|
$512,821
|
$360,000
|
$
10,010,371
|
J.
McClanathan: 2
|
$2,006,200
|
$
1,478,000
|
$512,821
|
—
|
$ 3,997,021
|
D.
Hatfield:
1
|
$
485,400
|
$
3,302,406
|
$427,654
|
$280,000
|
$ 4,495,460
|
D.
Hatfield:
3
|
—
|
—
|
$427,654
|
—
|
$ 427,654
|
G.
Stratmann:
1
|
$2,007,800
|
$
4,725,905
|
$228,883
|
$192,000
|
$ 7,154,588
|
G.
Stratmann:
3
|
—
|
—
|
$228,883
|
—
|
$ 228,883
|
|
1—
Death, permanent disability or involuntary termination of employment
other
than for cause.
|
|
2—
Retirement following attainment of age 55 (Only Mr. McClanathan
had attained age 55 as of September 30,
2007).
|
|
3—
Voluntary termination prior to 55. (Such termination would be deemed
to be
retirement under our deferred compensation plan for each of our
officers
with PEP account balances under our retirement plan, other than
Mr. Klein, who uses the FAP benefit
formula.)
|
•
|
assignment
of
duties inconsistent with the officer’s
status;
|
•
|
reduction
in
the officer’s annual salary;
|
•
|
the
failure
of the acquirer to pay any bonus award to which the officer was
otherwise
entitled, or to offer the officer incentive compensation, stock
options or
other benefits or perquisites which are offered to similarly situated
executives of the acquiror;
|
•
|
relocation
of
the officer’s primary office to a location greater than 50 miles from
his or her existing office;
|
•
|
any
attempt
by the acquirer to terminate the officer’s employment in a manner other
than as expressly permitted by the
agreements; or
|
•
|
the
failure
by the acquirer to expressly assume the Company’s obligations under the
agreements.
|
•
|
the
acquisition of 20% or more of the outstanding shares of our common
stock
|
•
|
that
time
when our initial directors, or their recommended or appointed successors,
fail to constitute a majority of our
board, or
|
•
|
the
approval
by our stockholders of a merger, consolidation, or sale of all
or
substantially all of the assets, of the
Company.
|
•
|
a
lump sum
payment in an amount equal to three times the officer’s annual base salary
and target bonus (defined as the most recent five-year actual bonus
percentages multiplied by the greater of base salary at either
termination
or change of control);
|
•
|
a
pro rata
portion of the officer’s target annual bonus for the year of
termination;
|
•
|
the
difference between the officer’s actual benefits under our retirement
plans at the time of termination and what the officer would have
received
if he or she had remained employed for an additional period of
three
years; and
|
•
|
the
continuation of other executive health, dental and welfare benefits
for a
period of three years following the officer’s
termination.
|
Accelerated
or Additional Benefits—Termination following Change of
Control
|
||||||||
|
Restricted
|
|
||||||
Cash
|
|
Stock
Equivs.
|
||||||
Severance
|
|
and
Three-
|
||||||
and
Accel’d
|
|
25%
|
Year
|
|||||
Two-Year
|
Retirement
|
Company
|
Performance
|
Excise
Tax
|
||||
Bonus
|
Benefits
|
Match
|
Options
|
Awards
|
Benefits
|
Gross-Up
|
Total
|
|
W.
Klein
|
$6,920,171
|
$2,861,347
|
$1,054,797
|
$4,105,575
|
$22,678,063
|
$94,591
|
$13,003,213
|
$50,717,757
|
D.
Sescleifer
|
$3,076,356*
|
$413,834
|
$472,519
|
$323,600
|
$5,302,325
|
$94,591
|
$ 0
|
$9,683,225
|
J.
McClanathan
|
$3,895,405
|
$1,478,184
|
$512,821
|
$2,006,200
|
$7,131,350
|
$94,591
|
$4,558,837
|
$19,677,388
|
D.
Hatfield
|
$2,688,793*
|
$572,458
|
$427,654
|
$485,400
|
$3,302,406
|
$78,229
|
$ 0
|
$7,554,940
|
G.
Stratmann
|
$2,386,474
|
$561,877
|
$228,883
|
$2,007,800
|
$4,725,905
|
$94,591
|
$2,613,932
|
$12,619,462
|
*
|
Reduced
below
the threshold for “golden parachute” excise tax, under the terms of the
agreement.
|
•
|
Valuation
of
options using the lesser of calculated Black-Scholes value or a
safe
harbor valuation methodology. The assumptions used in the calculation
are
based on assumptions listed in our annual report on Form 10-K for the
year ended September 30, 2006, including volatility of 22.2%, an
expected term of 6 years, a risk-free interest rate of 3.86% and a 0%
dividend yield.
|
•
|
Lapse
of
further service portion is equal to the gain at the change of control
date
multiplied by 1% for each full month vesting is
accelerated; and
|
•
|
Early
receipt
portion is equal to the difference between the gain at normal vesting
and
the present value of the gain at the time vesting is accelerated,
with
present value based on 120% of the IRS applicable federal
rate.
|
Accelerated
Awards Upon a
Change of Control (No Termination of
Employment)
|
|||||
Accelerated
|
Restricted
Stock Equivalents
|
Excise
Tax
|
|||
Two-Year
Bonus
|
Options
|
and
Performance Awards
|
Gross-Up
|
Total
|
|
W.
Klein
|
$750,000
|
$4,105,575
|
$22,678,063
|
$8,298,426
|
$35,832,064
|
D.
Sescleifer
|
$320,000
|
$323,600
|
$5,302,325
|
0
|
$5,945,925
|
J.
McClanathan
|
$2,241*
|
$2,006,200
|
$7,131,350
|
0
|
$9,139,791
|
D.
Hatfield
|
$280,000
|
$485,400
|
$3,302,406
|
0
|
$4,067,806
|
G.
Stratmann
|
$192,000
|
$2,007,800
|