Form 8-K - Current report

0001096752FALSE00010967522024-09-102024-09-10

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): September 10, 2024

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.)

6 Research Drive, Shelton, Connecticut 06484

(Address of principal executive offices)

    

203-944-5500

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			EPC			New York Stock Exchange

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

☐

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. ☐

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

On September 10, 2024, the Board of Directors (the "Board") of Edgewell Personal Care Company (the "Company") voted to increase the size of the Board effective September 10, 2024 (the “Effective Date”) from 10 to 11 members and elected Ms. Stephanie Stahl to serve as a director of the Company as of the Effective Date to fill the vacancy, with a term expiring at the Company’s 2025 Annual Meeting of Shareholders. Ms. Stahl will serve on the Audit Committee and Human Capital and Compensation Committee of the Board.

Stephanie Stahl, age 57, currently serves as a Senior Advisor to Boston Consulting Group, Consumer & Climate, a position she has held since August 2022. Ms. Stahl previously served as Global Marketing and Strategy Officer of Coach, Inc. from 2012 to 2015. Prior to that, she served as the Chief Executive Officer of Tracy Anderson Mind & Body, LLC from 2010 to 2011, Executive Vice President, Chief Marketing Officer of Revlon, Inc. from 2003 to 2006, Partner and Managing Director of The Boston Consulting Group, Inc. from 1998 to 2003. Ms. Stahl is also the founder of an investment and advisory company, Studio Pegasus LLC. Ms. Stahl serves on the Board of Directors of Carter’s Inc., Dollar Tree, Inc., and Newell Brands, Inc. Ms. Stahl holds a bachelor of science in quantitative economics from Stanford University and a master’s in business administration, with distinction, from the Harvard Business School.

Ms. Stahl will be compensated on the same basis as all other non-employee directors of the Company, as described under “Director Compensation” in the Company's Proxy Statement for its 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on December 20, 2023. Ms, Stahl will receive a pro rata share of the annual director compensation for the remainder of the 2024 calendar year. Ms. Stahl 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 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

There is no arrangement or understanding between Ms. Stahl and any other person pursuant to which she was appointed as a director of the Company. There has been no transaction, or proposed transaction, since October 1, 2022, to which Ms. Stahl or any member of her immediate family had, or is to have, a direct or indirect material interest or any other related transaction with the Company within the meaning of Item 404(a) of Regulation S-K. There are no family relationships between Ms. Stahl and any of the Company’s other directors, executive officers or persons nominated or chosen by the Company to become executive officers or directors

Item 7.01 Regulation FD Disclosure.

On September 12, 2024, the Company issued a press release announcing the appointment of Ms. Stahl as a director of the Company. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

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 (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in the press release shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release of Edgewell Personal Care Company issued on September 12, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EDGEWELL PERSONAL CARE COMPANY

By: /s/ LaTanya Langley

LaTanya Langley

Chief People and Legal Officer and Corporate Secretary

Dated: September 12, 2024

                            Exhibit 99.1

			Edgewell Personal Care Company 6 Research Drive Shelton, Conn 06484
FOR IMMEDIATE RELEASE			Media Contact:
			Lauren Medina Edgewell Personal Care [e-mail] [phone]

Edgewell Personal Care Appoints Stephanie Stahl to Board of Directors

Shelton, Conn., September 12, 2024 – Edgewell Personal Care Company (NYSE: EPC) announced that it has appointed Stephanie Stahl to its Board of Directors, effective September 10. Following her appointment, the Board will now include 11 members.

As a consumer-driven and sustainability-focused business leader, brand builder, board member and advisor, Stahl has extensive marketing and strategy experience in high-growth, turnaround and early-stage operating environments. She also has significant business transformation, post-merger integration and public board leadership experience – including M&A, DEI and activist expertise.

Rod Little, Edgewell's President and Chief Executive Officer, stated, "We are pleased to welcome Stephanie to our Board of Directors. She is an experienced and accomplished leader who brings significant marketing and strategy experience to the Edgewell Board. As a longtime leader with various public and private companies, I am confident she will provide valuable perspective. Her consumer goods background is particularly relevant as we continue to execute upon our near and long-term strategic priorities."

Stahl commented, "I am honored to join the Edgewell Board and to work alongside such a diverse and experienced group of leaders. I have watched Edgewell’s transformation over the years, and am impressed by the growth, value creation and innovation they have accomplished to date. I look forward to working with my fellow Board members, Edgewell’s leadership team and its shareholders and employees."

Stahl is an active public and private company board director and was formerly Chief Marketing and Strategy Officer at both Coach, Inc. and Revlon, Inc., and a partner at Boston Consulting Group. She is the Co-Founder and former CEO of Ace of Air, a B Corp Certified circular beauty and wellness brand. Stahl serves on three public company boards: Dollar Tree, Inc., where she chairs the Sustainability and Corporate Social Responsibility Committee, Carter’s, Inc., and Newell Brands Inc and is a Senior Advisor to Boston Consulting Group, Consumer & Climate. She previously served on the boards of Knoll, Inc., where she chaired the Nominating, Governance and ESG Committee, and Founders Table, an L Catterton portfolio company. Stephanie also serves on the board of Kibo, a Vista Equity portfolio company.

Stahl earned a master’s degree, with distinction, from the Harvard Business School and graduated from Stanford University with a bachelor’s degree in quantitative economics.

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About Edgewell Personal Care 

Edgewell is a leading pure-play consumer products company with an attractive, diversified portfolio of established brand names including Schick® and Wilkinson Sword® men's shaving products; Schick® and Billie® women's shaving products; Edge® and Skintimate® shave preparations; Playtex®, Stayfree®, Carefree® and o.b.® feminine care products; Banana Boat® and Hawaiian Tropic® sun care products; Bulldog®, Jack Black® and Cremo® grooming products; Fieldtrip™ skin care products; and Wet Ones® hygiene products. The Company has a broad global footprint and operates in more than 50 markets, including the U.S., Canada, Mexico, Germany, Japan, the U.K. and Australia, with approximately 6,800 employees worldwide. 

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Cover	Sep. 10, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 10, 2024
Entity Registrant Name	EDGEWELL PERSONAL CARE COMPANY
Entity Incorporation, State or Country Code	MO
Entity File Number	1-15401
Entity Tax Identification Number	43-1863181
Entity Address, Address Line One	6 Research Drive
Entity Address, City or Town	Shelton
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06484
City Area Code	203
Local Phone Number	944-5500
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	EPC
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001096752
Amendment Flag	false

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