8-K

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 (date of earliest event reported): August 30, 2018

EDGEWELL PERSONAL CARE COMPANY

(Exact name of registrant as specified in its charter)

Missouri	1-15401	43-1863181
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1350 Timberlake Manor Parkway, Chesterfield, Missouri 63017

(Address of principal executive offices)

314-594-1900

(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:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

On August 30, 2018, the Board of Directors (the “Board”) of Edgewell Personal Care Company (the “Company”), voted to increase the size of the Board effective October 1, 2018 (the “Effective Date”) from eight to ten members, and elected each of Joseph D. O’Leary and Gary K. Waring as a member of the Board effective on the Effective Date. Each of Mr. O’Leary and Mr. Waring will stand at the next election of directors at the 2019 annual meeting of the Company’s shareholders for a one-year term. Mr. O’Leary will serve on the Nominating and Executive Compensation Committee of the Board and Mr. Waring will serve on the Audit Committee of the Board.

Each of Mr. O’Leary and Mr. Waring will be compensated on the same basis as all other non-management directors of the Company, as described under “The Board of Directors and Edgewell’s Corporate Governance - Director Compensation” in the Company's Proxy Statement for its 2018 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on December 14, 2017. Each of Mr. O’Leary and Mr. Waring will receive a pro rata share of the annual director compensation for the 2018 calendar year. Each of Mr. O’Leary and Mr. Waring will enter into an indemnification agreement with the Company, in the form previously entered into by the Company with its current directors, a copy of which was listed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015.

There are no arrangements or understandings pursuant to which either Mr. O’Leary or Mr. Waring was elected as a director, and there are no related party transactions between the Company and either of Mr. O’Leary or Mr. Waring reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on September 5, 2018 announcing the appointments of Mr. O’Leary and Mr. Waring. A copy of this press release is included as Exhibit 99.1 to this Form 8-K. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Edgewell Personal Care Company issued on September 5, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

EDGEWELL PERSONAL CARE COMPANY

By: /s/Marisa Iasenza    

Marisa Iasenza

Chief Legal Officer

Dated: September 5, 2018

Exhibit No.	Description
99.1	Press Release of Edgewell Personal Care Company issued on September 5, 2018.

EX-99.1

	Edgewell Personal Care 6 Research Drive Shelton, CT 06484
	Company Contact Chris Gough Vice President, Investor Relations 203-944-5706 Chris.Gough@Edgewell.com

Edgewell Personal Care Appoints Joseph D. O’Leary and

Gary K. Waring to Board of Directors

SHELTON, CT. - September 5, 2018 -Edgewell Personal Care Company (NYSE: EPC) today announced the appointment of Joseph “Joe” D. O’Leary and Gary K. Waring to the Company’s Board of Directors, effective October 1, 2018. With these new appointments, Edgewell gains Directors with expertise in retail, eCommerce, supply chain, acquisitions, divestitures, and restructuring, as well as regulatory and audit committee expertise. The Edgewell Board will now comprise 10 directors, nine of whom are independent. Mr. O’Leary will serve on the Nominating and Executive Compensation Committee of the Board and Mr. Waring will serve on the Audit Committee of the Board.

“We are pleased to appoint two new, independent directors with the breadth of global experience and proven leadership capabilities that Joe and Gary bring to the Edgewell Board,” said David P. Hatfield, Edgewell’s Chief Executive Officer and Chairman of the Board. “We conducted a thorough search to identify new board members, and both Joe and Gary distinguished themselves with track records of operating success and deep financial and operating expertise. We welcome them to our Board and are confident that Edgewell will benefit immensely from their fresh perspectives as we navigate the dynamic market environment and execute growth and cost savings initiatives, including Project Fuel, to enhance value for shareholders.”

“I am delighted to join the Edgewell Board at such a time of opportunity for the Company,” said Mr. O’Leary. “I look forward to working with the Edgewell Board and management team to continue streamlining the business and building on its momentum. I intend to draw on my operational expertise and past success in driving growth and realizing operational efficiencies to help Edgewell maximize value for all shareholders.”

“I have great respect for Edgewell, its brands, products, and track record of innovation,” said Mr. Waring. “I’m excited to work alongside the Edgewell Board and management team to create shareholder value by maximizing the potential of the Company’s strong brands, product portfolio, and balance sheet.”

About Joseph D. O’Leary

Joseph O’Leary is the former President and Chief Operating Officer of Petsmart, Inc., where he served in a variety of roles including Executive Vice President, Merchandising, Supply Chain and Marketing. Prior to Petsmart, Mr. O’Leary was the Chief Operating Officer of Human Touch, LLC from 2005 to 2006. He served in various logistics leadership roles with Gap Inc. from 1999 to 2005, including Senior Vice President, Supply Chain Strategy and Global Logistics. He previously held leadership roles with Mothercare plc, Coopers and Lybrand LLP and BP International plc, where he began his career as

Operations Manager, Supply Chain. Mr. O’Leary currently serves as a member of the board of directors of Francesca’s Holding Corporation, Petsmart, Inc. and Sprouts Farmers Market, Inc. He has previously served as a member of the board of directors of Big Heart Pet Brands, Blue Acquisition Group, Inc. and Mothercare plc. Mr. O'Leary holds a Bachelor's Degree in Business from University of Portsmouth in Portsmouth, England.

About Gary K. Waring

Gary Waring is an accounting professional who retired in July 2017 after more than 35 years at Ernst & Young (EY). Mr. Waring has a proven record of working with Boards of Directors, Audit Committees and management teams, advising them on acquisitions and divestitures, restructurings, internal control, accounting, financial reporting, and regulatory matters. Mr. Waring is a Certified Public Accountant, and prior to his retirement he was licensed in both Ohio and California and was a member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. Mr. Waring earned his Bachelor's Degree in Accounting from Wittenberg University.

About Edgewell Personal Care

Edgewell is a leading pure-play consumer products company with an attractive, diversified portfolio of established brand names such as Schick® and Wilkinson Sword® men's and women's shaving systems and disposable razors; Edge® and Skintimate® shave preparations; Playtex®, Stayfree®, Carefree® and o.b.® feminine care products; Banana Boat® and Hawaiian Tropic® sun care products; Playtex® infant feeding; Diaper Genie®; Bulldog® and Jack Black® male skin care and grooming products; and Wet Ones® moist wipes. The Company has a broad global footprint and operates in more than 50 markets, including the U.S., Canada, Mexico, Germany, Japan and Australia, with approximately 6,000 employees worldwide. ###