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): April 26, 2016

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. Employee Identification Number)

1350 Timberlake Manor Parkway, Chesterfield, Missouri 63017

(Address of Principal Executive Offices, Including Zip Code)

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 (see General Instruction A.2. below):

¨ 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))

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

On April 26, 2016, Ward M. Klein, Executive Chairman of the Board of Directors (the “Board”) of Edgewell Personal Care Company (the “Company”), informed the Board that he will retire as an officer and employee of the Company and resign as a member of the Board effective on July 6, 2016. Mr. Klein’s retirement and resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On April 27, 2016, the Board appointed David Hatfield, currently President and Chief Executive Officer of the Company and a current member of the Board, as Chairman of the Board effective upon Mr. Klein’s resignation on July 6, 2016.

The Company issued a press release on April 29, 2016 announcing Mr. Klein’s retirement and resignation and Mr. Hatfield’s appointment. A copy of this press release is included as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of Edgewell Personal Care Company issued on April 29, 2016.

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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/     Sandra J. Sheldon
	Sandra J. Sheldon
	Chief Financial Officer

Dated: April 29, 2016

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Edgewell Personal Care Company issued on April 29, 2016.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Edgewell Personal Care
	1350 Timberlake Manor Parkway
April 29, 2016	St. Louis, MO 63017

EDGEWELL PERSONAL CARE ANNOUNCES RETIREMENT OF

WARD M. KLEIN AS EXECUTIVE CHAIRMAN IN JULY 2016

President and Chief Executive Officer David P. Hatfield to Succeed Mr. Klein as Chairman

of the Board of Directors

R. David Hoover to Continue Serving as Lead Independent Director

St. Louis—April 29, 2016—Edgewell Personal Care Company (NYSE: EPC) today announced that Ward M. Klein has informed the Board of Directors of his decision to retire as Executive Chairman and step down from the Board, effective July 6, 2016. The Edgewell Board appointed David P. Hatfield, Edgewell’s President and Chief Executive Officer, to succeed Mr. Klein as Chairman of the Board. Mr. Hatfield will continue to serve as President and Chief Executive Officer. R. David Hoover, Lead Independent Director of the Edgewell Board, will continue in this role.

Mr. Klein’s retirement follows 37 years of service to Edgewell and its predecessor company, Energizer Holdings Inc. Mr. Klein previously served as Chief Executive Officer of Energizer from 2005 through the successful separation of Edgewell and Energizer in July 2015. As Energizer’s Chief Executive Officer, Mr. Klein grew the Company’s sales from $2.9 billion in 2005 to $4.1 billion in 2015 and increased Total Shareholder Return (Stock price plus dividends) in excess of 10% per year during that time. Under Mr. Klein’s leadership, Energizer implemented a number of value enhancing actions, including executing numerous acquisitions, undertaking a significant multi-year cost reduction initiative in 2012 and completing the separation of Energizer Holdings into two independent publicly-traded companies.

“I feel deeply privileged to have served at Energizer, and as Executive Chairman of Edgewell during its first year as an independent public company,” said Mr. Klein. “Working closely with the talented management team and Board of Directors, we helped grow and transform Energizer into a leading consumer products company. We then successfully separated the two divisions into standalone global businesses all with the goal of creating significant value for our shareholders. Over the last year, I have supported David Hatfield and the Edgewell Board of Directors to position Edgewell as a strong, independent company, and now is the right time for me to retire. I am leaving Edgewell in capable hands with a deeply talented management team, under David’s proven leadership. I know Edgewell will continue to thrive and create shareholder value and I remain committed to ensuring a smooth transition.”

David P. Hatfield, Edgewell’s President and Chief Executive Officer, said, “On behalf of everyone at Edgewell, we are grateful to Ward Klein for his astute leadership and counsel, his tireless efforts to grow Edgewell and Energizer, and his countless contributions to both companies. Ward was a driving force behind the growth of the Personal Care business during his tenure as Energizer’s CEO and positioning Edgewell on its positive trajectory as a standalone public company this past

year. I am honored the Edgewell Board chose me to succeed Ward as Chairman and I will continue to work closely with my fellow directors and outstanding management team as we execute Edgewell’s strategy for future growth and value creation.”

About Ward M. Klein

Mr. Klein served Edgewell and Energizer for more than 30 years — in both international and domestic leadership positions. Mr. Klein was appointed Chief Executive Officer, Energizer Holdings, Inc. in 2005. Prior to that time, he served as Energizer’s President and Chief Operating Officer, as President, International, and as Area Chairman, Asia Pacific and Latin America. He also is lead independent director of Caleres, Inc. and former President and Chairman of Civic Progress St. Louis. Mr. Klein is formerly a director of AmerUs Group Co. and served as Chairman of the Board of the Federal Reserve Bank of St. Louis.

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(R) and Wilkinson Sword(R) men’s and women’s shaving systems and disposable razors; Edge(R) and Skintimate(R) shave preparations; Playtex(R), Stayfree(R), Carefree(R) and o.b.(R) feminine care products; Banana Boat(R) and Hawaiian Tropic(R) sun care products; Playtex(R) infant feeding, Diaper Genie(R) and gloves; and Wet Ones(R) 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 6,000 employees worldwide.

Contact

Chris Gough

Vice President, Investor Relations

(203) 944-5706

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