+ PURPOSE We’re leading the charge connectinging brands, people and products to the world better thathan anyone else + MISSION Achieve industry leadership as a diversified, global household products company in Batteries, Lights, and Auto Care + CULTURE We have a passion for winning … As one team we learn together, care about each other, and do the right thing to deliver results FINANCIAL BUSINESS OBJECTIVES STRATEGIES Maximize Free Cash Flow Lead with Innovation Solid Financial Foundation Operate with Excellence Create Long-term Value Drive Productivity December 21, 2020 To our Fellow Shareholders In 2020, we faced unprecedented business and societal The past year has been a challenging one that no one could have challenges, and our Company and the Board of Directors predicted. However, our principles of ensuring colleague health confronted them, including the risks presented by the COVID-19 and safety and preserving business continuity guided us well in our pandemic. Throughout the year, the Board and executive decision-making throughout the pandemic. We could not be leadership of Energizer collaborated closely to ensure the prouder of our Energizer colleagues, who have been working Company met its commitments to a broad range of stakeholders, tirelessly throughout this crisis. including our colleagues, customers, the communities we operate We implemented many measures to protect the health and safety in, suppliers, and of course our shareholders. of those colleagues who were required to work on site. We had During the COVID-19 pandemic, my role as Independent colleagues who could perform their responsibilities remotely work Chairman was critical in facilitating appropriate board oversight of from home, modified work schedules, established alternating shifts, implemented health measures such as mandatory mask risks to our business. Alan Hoskins and I have been meeting usage, improved site cleaning and segregated the workplace into frequently to ensure timely updates to and input from the Board. logical work areas to limit physical interaction. Management We recently announced Alan’s planned retirement as Chief regularly kept the Board apprised of our colleagues’ safety and Executive Officer. The Company has benefited from Alan’s developments across our global operations, which allowed us to leadership and vision in innumerable ways over his 38-year tenure, react to market and legislative changes that occurred due to the and we are grateful for his contributions and insights. Our Board pandemic. As a result of the Company’s continuous focus on health engaged in a very rigorous CEO succession process, culminating and safety and our colleagues’ commitment, we have had minimal with our announcement in November of the appointment of Mark disruption to the business caused by colleague illness. LaVigne, our President and Chief Operating Officer, to succeed Thanks to our disciplined cash management and our performance Alan as CEO, effective as of January 1, 2021. during the year, we chose not to furlough any colleagues as a result of the pandemic. We sought to empower our colleagues with The Board of Directors, upon recommendation of the Nominating regular, clear, and transparent communication from senior and Governance Committee, has also nominated Mark for election leadership offering guidance on our global policies while adapting to the Board. This year’s Board nominees represent a wide range to the guidance of local government and health authorities in the of backgrounds and expertise. We believe our diversity of communities where our colleagues work and live. We were very experiences, perspectives, and skills contributes to the Board’s focused on maintaining colleague morale and retaining key effectiveness in managing risk and providing guidance that colleagues and believe that doing so was the best way to weather positions Energizer for long-term success in a dynamically the uncertain environment without jeopardizing the Company’s changing business environment. long-term success. On behalf of the independent directors, thank you for your Amidst the challenges, fiscal 2020 offered another year of organic continued confidence and support. We look forward to engaging growth, and Energizer delivered strong results for our with you at our annual meeting on February 1, 2021, which we will shareholders, including a return of $147 million in the form of share hold in a virtual format only, in support of the health and well-being repurchases and dividends. of our shareholders. It has been an honor to serve as CEO over the last five years. I am Sincerely, proud of what we, as a team, have accomplished for our shareholders, as well as for our colleagues, customers and consumers, during my tenure as CEO. Thank you for your continued support and investment in Energizer. Patrick J. Moore Sincerely, Independent Chairman Alan R. Hoskins Chief Executive Officer NOTICE OF 2021 ANNUAL SHAREHOLDERS’ MEETING DATE ITEMS OF BUSINESS Monday, February 1, 2021 TIME 1. Election of the 11 director nominees named in this 8 am, Central Time Proxy Statement Ratification of selection of our independent HOW TO ATTEND 2. registered public accounting firm for fiscal 2021 To support the health and well-being of our colleagues and shareholders, the 2021 Annual Shareholders’ Meeting will be 3. Non-binding, advisory vote to approve executive virtual and held online via live audio webcast compensation of our named executive officers at www.virtualshareholdermeeting.com/ENR2021. Please see pages 56 – 57 for additional information regarding accessing the meeting. RECORD DATE The Board recommends that you vote ‘‘FOR’’ each director nominee included in Proposal 1 and ‘‘FOR’’ each of the December 4, 2020 other proposals. The full text of these proposals is set IMPORTANT NOTICE REGARDING THE forth in the accompanying proxy statement. AVAILABILITY OF PROXY MATERIALS FOR We recommend that you review the information on the process THE SHAREHOLDER MEETING TO BE HELD for, and deadlines applicable to, voting, attending the meeting ON FEBRUARY 1, 2021 and appointing a proxy under ‘‘Voting Procedures’’ on page 56 Our Proxy Statement and 2020 Annual Report to shareholders of the proxy statement. are available at http://investors.energizerholdings.com. We By order of the Board of Directors, commenced mailing and are making available this Proxy Statement on December 21, 2020. YOUR VOTE IS IMPORTANT To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways: HANNAH H. KIM Chief Legal Officer and Corporate Secretary December 21, 2020 INTERNET Vote online at www.proxyvote.com TELEPHONE Vote by phone by calling (800) 690-6903 MAIL If you have received a printed version of these proxy materials, you may vote by mail. AT THE MEETING Attend the annual meeting virtually. See page 56 for additional details on how to attend. Energizer Holdings, Inc. 2020 Proxy Statement i This summary includes certain financial, operational, governance and executive compensation PROXY STATEMENT highlights. This summary does not contain all of the information that you should consider, and you should read the entire Proxy SUMMARY Statement carefully before voting. STRATEGIC OBJECTIVES Foundational core Leading with Effectively Executing Continuous strategies set the tone and Innovation is Key to Category Improvements Drive direction today and into Success Fundamentals with Productivity Gains the future Excellence FISCAL 2020 FINANCIAL AND OPERATIONAL HIGHLIGHTS $147M RETURNED TO $2.7B IN $51M IN SHAREHOLDERS NET SALES SYNERGIES $45M IN SHARE +10% in FY2020 REPURCHASES 17.6% IN $147.1M SG&A INVESTED ↓3.1% in FY2020 16.2% IN ADJ. IN A&P $102M IN SG&A* +$19.8M in FY2020 DIVIDENDS ↓1.2% in FY2020 DURING THE 4 TH QUARTER, REFINANCED $1.35B OF SENIOR NOTES RESULTING IN ANNUAL INTEREST SAVINGS OF $17.5M *See “Reconciliation of Non-GAAP Financial Measures ” in Appendix A. Fiscal 2020 was an important year in transforming Energizer into a diversified household products leader in the battery, lights and auto care categories. We achieved our fifth consecutive year of organic growth while making tremendous progress integrating the acquired battery and auto care businesses. ii Energizer Holdings, Inc. 2020 Proxy Statement CORPORATE GOVERNANCE HIGHLIGHTS Energizer has a history of strong corporate governance. We believe good governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies that serve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies: ACCOUNTABILITY BEST PRACTICES Annual election of directors Annual Board and Committee assessments, resulting Directors are elected by majority vote in enhancements to Board and Committee composition All directors attended more than 75% of Board and and practices Committee meetings Robust CEO and senior management succession and Limit on director membership on other public development plans company boards Dedication to Board refreshment and thoughtful director succession planning INDEPENDENCE AND COMPOSITION Independent Chairman appointed by independent ALIGNMENT WITH SHAREHOLDERS directors Meaningful stock ownership guidelines 9 of our 11 director nominees are independent Prohibition of hedging, pledging or short sale Executive sessions held by independent directors at transactions regarding Company stock each Board and Committee meeting OVERSIGHT