SECTION 3.2.
TERMS OF PREFERRED STOCK
.
(a) Subject to the requirements of the General and Business Corporation Law of Missouri, as amended from time to time (the
GBCL
), and
to the provisions of these
Second
Third
Amended and Restated Articles of Incorporation (these
Articles of Incorporation
), Preferred Stock may be issued
from time to time by the Board of Directors as shares of one or more series. The description of shares of each series of Preferred Stock, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption, shall be as set forth in these Articles of Incorporation or any amendment hereto, or in a resolution or resolutions duly adopted by the Board of Directors and, to the extent set forth
in any such resolution or resolutions, such information shall be certified to the Secretary of State of Missouri and filed as required by law from time to time, prior to the issuance of any shares of such series.
(b) The Board of Directors is expressly authorized prior to issuance, by adopting resolutions providing for the issuance of, or providing for a change
in the number of, shares of any particular series of Preferred Stock (but not below the number of shares of such series then outstanding) and, if and to the extent from time to time required by law, by filing certification thereto with the Secretary
of State of Missouri, to set or change the number of shares to be included in each series of Preferred Stock (but not below the number of shares of such series then outstanding) and to set or change (in any one or more respects) the designations,
preferences, conversion, relative, participating, optional or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of each such series. The authority of
the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, setting or changing the following:
(i)
the distinctive serial designation of such series and the number of shares constituting such series (provided that the aggregate number of shares constituting all series of Preferred Stock shall not exceed the aggregate number of authorized shares
set out in
Section 3.1(a)(ii)
of these Articles of Incorporation);
(ii) the dividend rate, if any, on shares of such series,
whether and the extent to which dividends shall be cumulative or non-cumulative, the relative rights of priority, if any, of payment of any dividends, and the time at which and the terms and conditions on which any dividends shall be paid;
(iii) whether the shares of such series shall be redeemable or purchasable and, if so, the terms and conditions of such redemption or purchase,
including the date or dates upon and after which such shares shall be redeemable or purchasable and the amount per share payable in case of redemption or purchase, which amount may vary under different conditions and at different redemption or
purchase dates;
(iv) the obligation, if any, of the Corporation to retire shares of such series pursuant to a sinking fund and the terms and
conditions of any such sinking fund;
(v) whether shares of such series shall be convertible into, or exchangeable for, shares of stock of any other
series, class or classes, now or hereafter authorized, and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;
(vi) whether the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting
rights;
(vii) the rights of the holders of shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of
the Corporation and the relative rights of priority, if any, of such holders with respect thereto; and
A-2
Energizer
Holdings, Inc.
2017 Proxy Statement