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): January 30, 2017

Energizer Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri (State or other jurisdiction of incorporation)	1-36837 (Commission File Number)	36-4802442 (IRS Employer Identification Number)
533 Maryville University Drive St. Louis, Missouri 63141 (Address of principal executive offices)
Registrant's telephone number, including area code: (314) 985-2000

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):

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

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

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

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

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Item 5.07 Submission of Matters to a Vote of Security Holders.

Energizer Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) at the Company’s World Headquarters on Monday, January 30, 2017. At the Annual Meeting, of the 61,933,991 shares outstanding and entitled to vote, 56,864,827 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follow:

Proposal 1: Management’s nominees for director were elected to serve until the Annual Meeting of Shareholders to be held in 2020 or until their respective successors are elected and qualified by the votes of the shareholders set forth in the table below:

Nominee	For	Against	Abstain	Broker Non-Votes
Cynthia J. Brinkley	35,258,954	15,290,459	66,909	6,248,505
John E. Klein	50,027,386	515,311	73,625	6,248,505

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2017 was ratified by the votes of the shareholders set forth in the table below:

For	Against	Abstain
56,689,817	76,218	98,792

Proposal 3: The Company’s executive compensation, as described in the Company’s 2016 Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth in the table below:

For	Against	Abstain	Broker Non-Votes
49,145,603	1,294,164	176,555	6,248,505

Proposal 4: The proposal to amend and restate the Amended and Restated Articles of Incorporation to provide for the declassification of the Board of Directors, as described in the Company’s 2016 Proxy Statement, was approved by the votes of the shareholders set forth in the table below:

For	Against	Abstain	Broker Non-Votes
50,387,807	108,660	119,855	6,248,505

Item 7.01 Regulation FD Disclosure.

On January 30, 2017, the Company announced that its Board of Directors declared a quarterly dividend of $0.275 per share on its Common Stock, payable on March 14, 2017 to all shareholders of record as of the close of business on February 21, 2017. A copy of the press release announcing the dividend declaration is

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attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release, dated January 30, 2017.

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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.

ENERGIZER HOLDINGS, INC.

By:  /s/ Brian K. Hamm                                                    

Brian K. Hamm

Executive Vice President and Chief Financial Officer

Dated: January 30, 2017

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release, dated January 30, 2017.

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EX-99.1

Exhibit 99.1

	Energizer Holdings, Inc. 533 Maryville University Dr. St. Louis, MO 63141
January 30, 2017
FOR IMMEDIATE RELEASE	Company Contact
	Jacqueline E. Burwitz
	Vice President,
	Investor Relations
	314-985-2169

ENERGIZER HOLDINGS, INC. DECLARES DIVIDEND

FOR SECOND QUARTER OF FISCAL 2017

ST. LOUIS, January 30, 2017. Energizer Holdings, Inc. (NYSE: ENR) announced that its Board of Directors has declared a dividend for the second quarter of its fiscal 2017 of $0.275 per share of Common Stock, payable on March 14, 2017 to all shareholders of record as of the close of business on February 21, 2017.

About Energizer Holdings, Inc.

Energizer Holdings, Inc. (NYSE: ENR), headquartered in St. Louis, MO, is one of the world’s largest manufacturers of primary batteries and portable lighting products and is anchored by its two globally recognized brands Energizer® and Eveready®. Energizer is also a leading designer and marketer of automotive fragrance and appearance products from recognized brands such as Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL® and Eagle One®. As a global branded distributor of consumer products, our mission is to lead the charge to deliver value to our customers and consumers better than anyone else. Visit www.energizerholdings.com for more details.

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