Form 8-K - Current report

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): February 16, 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. ☐

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

On February 23, 2024, Edgewell Personal Care Company (“Edgewell” or the “Company”) announced the appointment of John Dunham as Chief Accounting Officer of the Company effective March 18, 2024 (the “Effective Date”). On February 21, 2024, the Company’s Board of Directors designated Mr. Dunham as the Company’s principal accounting officer as of the Effective Date, succeeding Daniel J. Sullivan, the Company’s Chief Financial Officer, President Europe and Latin America, in such role. Mr. Sullivan will continue to serve as the Company’s principal financial officer.

Mr. Dunham, age 45, currently serves as Senior Director and Assistant Corporate Controller for Whirlpool Corporation, a publicly traded home appliances manufacturing company, a position he has held since March 2022. Prior to his current role, Mr. Dunham served as Director, North America Region Controller from July 2020 to February 2022, Director, Global Accounting Policies and Procedures from August 2019 to June 2020, and Director, External Reporting and Benefits Accounting from August 2017 to February 2020. Prior to joining Whirlpool, Mr. Dunham spent 15 years with PricewaterhouseCoopers, where he held various senior roles. He is also a Certified Public Accountant.

Mr. Dunham will receive an initial annual base salary of $290,000 and his target bonus opportunity for fiscal 2024 will be 40% of base salary. Mr. Dunham will receive a one-time sign-on cash bonus of $75,000. Mr. Dunham will also be eligible for annual equity grants under the Edgewell Personal Care Company Second Amended and Restated 2018 Stock Incentive Plan at a level commensurate with his title. The terms of the awards are expected to be consistent with the annual award program for other senior executives.

Mr. Dunham will be eligible to participate in Edgewell’s benefit plans available to executives, in accordance with the Company’s customary terms and policies and consistent with other executives, including health insurance, dental insurance, disability insurance, life insurance, and a defined contribution (401(k)) plan, all subject to such contributions by Mr. Dunham.

Mr. Dunham will also be eligible to participate in Edgewell’s executive severance plan, pursuant to which he would receive, upon a qualifying termination of employment by Edgewell without Cause or voluntary termination of employment by his for Good Reason, a lump sum payment equal to: (1) 1 times his annual base salary plus a severance bonus equal to the short-term incentive plan bonus for the most recently completed fiscal year and (ii) 1 times the monthly premium cost for group health plan benefits for Mr. Dunham and his dependents, as applicable, multiplied by 18. Such benefits are subject to reduction under certain circumstances, including to the extent necessary to avoid certain federal excise taxes. In addition, no benefits will be paid to the extent duplicative of benefits under a change of control or similar agreement with the Company. The payment of benefits under the plan is conditioned upon, among other things, Mr. Dunham executing a general release in favor of the Company, which shall include confidentiality, non-solicitation, non-disparagement, and non-competition obligations in favor of the Company.

In addition, Mr. Dunham will be eligible to participate in the Company’s change in control plan (the “CIC Plan”) which standardizes the severance paid to current and future specified members of the Company’s senior management in the event of a termination of their employment from the Company without Cause or for Good Reason (as such terms are defined in the CIC Plan) within the period beginning immediately upon a Change in Control (as such terms are defined in the CIC Plan) and continuing until the lapse of 24 months immediately following a Change in Control of the Company (the “Change in Control Period”).

Descriptions of the foregoing compensation and benefit plans are set forth in the Company’s Definitive Proxy Statement on Schedule 14A dated December 20, 2023 for the Company’s 2024 Annual Meeting of Shareholders.

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

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on February 23, 2024 announcing John Dunham as appointed Chief Accounting Officer. A copy of the press release is attached 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 February 23, 2024
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Daniel J. Sullivan

Daniel J. Sullivan

Chief Financial Officer and Principal Accounting Officer

Dated: February 23, 2024

Exhibit 99.1


			Edgewell Personal Care Company 6 Research Drive Shelton, Conn 06484
FOR IMMEDIATE RELEASE			Company Contact
			Chris Gough Vice President, Investor Relations 203-944-5706 Chris.Gough@Edgewell.com

Edgewell Personal Care Announces Appointment of John Dunham as Chief Accounting Officer

Shelton, Connecticut, February 23, 2024 – Edgewell Personal Care Company [NYSE: EPC] today announced the appointment of John Dunham as Chief Accounting Officer (CAO). Mr. Dunham will be based in the Company’s Shelton, Connecticut office reporting to Dan Sullivan, Chief Financial Officer.

“John is a seasoned accounting executive with over twenty years of broad-based technical and operational accounting experience. During his career, he has demonstrated a track record of success in improving operational accounting effectiveness and regulatory compliance as well as developing high performing teams. We are excited to welcome John to the Edgewell team,” said Mr. Sullivan.

Prior to joining Edgewell, Mr. Dunham spent six years at Whirlpool Corporation, where he ascended through the accounting organization, undertaking roles of progressively greater responsibility across Controllership, Global Accounting and SEC Reporting. Prior to Whirlpool, Mr. Dunham enjoyed a highly successful, fifteen-year accounting career with PricewaterhouseCoopers (PwC). He received his Bachelor of Science in Accounting from the University of Notre Dame, and his Master of Science in Accounting from Miami University and is a licensed Certified Public Accountant.

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® 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®, Hawaiian Tropic®, Bulldog®, Jack Black® and Cremo® sun and skin care products; and Wet Ones® moist wipes. 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.

Cover	Feb. 16, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 16, 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