·	to elect three directors to serve three-year terms ending at the Annual Meeting held in 2012, or until their respective successors are elected and qualified,

·	to consider and approve adoption of the Company’s 2009 Incentive Stock Plan and performance criteria for performance-based stock awards under that Plan, and

·	to act upon such other matters as may properly come before the meeting.

•	USE THE TOLL-FREE TELEPHONE NUMBER shown on the enclosed proxy card;

•	VISIT www.energizer.com to vote via the Internet, using the identification number indicated on the proxy card;

•	MARK, SIGN, DATE AND PROMPTLY RETURN the proxy card in the postage-paid envelope; OR

•	VOTE BY WRITTEN BALLOT at the Annual Meeting.

 

•	Voting by Mail. If you choose to vote by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided.

•	Voting by Telephone. You can vote your shares by telephone by calling the toll-free telephone number on the enclosed proxy card and using the identification code indicated. Voting is available 24 hours a day.

•	Voting by Internet. You can also vote via the Internet at www.energizer.com. Your identification code for Internet voting is on the enclosed proxy card, and voting is available 24 hours a day.

•	Voting by written ballot at the meeting.

•	sending written notice of revocation to our Secretary;

•	submitting another proper proxy by telephone, Internet or paper ballot; or

•	attending the annual meeting and voting in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor from the holder of record, to be able to vote at the meeting.

 

 

 

 

	BILL G. ARMSTRONG, Director Since 2005, Age 60 (Standing for election at this meeting for a term expiring in 2012)   Mr. Armstrong served as Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition (animal feed products), from 2001 to 2004. He is now retired. Prior to that, Mr. Armstrong served as Chief Operating Officer, Agribrands International, Inc. (animal feed products) from 1998 to 2001. Also a director of Ralcorp Holdings, Inc.
	J. PATRICK MULCAHY, Director Since 2000, Age 64 (Standing for election at this meeting for a term expiring in 2012)   Mr. Mulcahy has served as Chairman of the Board of Energizer Holdings, Inc. since January 2007. Mr. Mulcahy served as Vice Chairman of the Board from January 2005 to January 2007, and prior to that time served as Chief Executive Officer, Energizer Holdings, Inc. from 2000 to 2005, and as Chairman of the Board and Chief Executive Officer of Eveready Battery Company, Inc. from 1987 until his retirement in 2005. Also a director of Solutia, Inc., Hanesbrands, Inc. and Ralcorp Holdings, Inc.
	PAMELA M. NICHOLSON, Director Since 2002, Age 49 (Standing for election at this meeting for a term expiring in 2012)   Ms. Nicholson has served as President and Chief Operating Officer, Enterprise Rent-A-Car (auto leasing) since August, 1 2008. She served as Executive Vice President and Chief Operating Officer for Enterprise from 2004 to 2008, and as Senior Vice President, North American Operations from 1999 to 2004.
	R. DAVID HOOVER, Director Since 2000, Age 63 (Continuing in Office—Term expiring in 2010)   Mr. Hoover has served as Chairman, President and Chief Executive Officer, Ball Corporation (beverage and food packaging and aerospace products and services) since 2002. Prior to that, he served as President and Chief Executive Officer from 2001 to 2002, and as Vice Chairman, President and Chief Operating Officer from April 2000 to 2001. Also a director of Ball Corporation, Irwin Financial Corporation and Qwest Communications International, Inc.
	JOHN C. HUNTER, Director Since 2005, Age 61 (Continuing in Office—Term expiring in 2010)   Mr. Hunter served as Chairman, President and Chief Executive Officer of Solutia, Inc. (chemical products) from 1999 to 2004. He is now retired. On December 17, 2003, while Mr. Hunter served as President and Chief Executive Officer, Solutia, Inc. and fourteen of its U.S. subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Also a director of Penford Corporation.
	JOHN E. KLEIN, Director Since 2003, Age 63 (Continuing in Office—Term expiring in 2010)   Mr. Klein has served as President of Randolph College (education) since August 2007. Prior to that, Mr. Klein served as Executive Vice Chancellor for Administration, Washington University in St. Louis (education) from 2004 to August 2007. From 1985 to 2004, he served as President and Chief Executive Officer, Bunge North America, Inc. (agribusiness).
	JOHN R. ROBERTS, Director Since 2003, Age 67 (Continuing in Office—Term expiring in 2010)   Mr. Roberts served as Executive Director, Civic Progress St. Louis (civic organization) from 2001 through 2006. He is now retired. From 1993 to 1998, he served as Managing Partner, Mid-South Region, Arthur Andersen LLP (public accountancy). Also a director of Regions Financial Corporation and Centene Corporation.
	WARD M. KLEIN, Director Since 2005, Age 53 (Continuing in Office - Term expiring in 2011)   Mr. Klein has served as Chief Executive Officer, Energizer Holdings, Inc. since January 25, 2005. Prior to that time, he served as President and Chief Operating Officer from 2004 to 2005, as President, International from 2002 to 2004, and as Vice President, Asia Pacific and Latin America from 2000 to 2002. Also a director of Brown Shoe Company, Inc. Mr. Klein also serves on the Board of Directors of the Federal Reserve Bank of St. Louis.

	RICHARD A. LIDDY, Director Since 2000, Age 73 (Continuing in Office - Term expiring in 2011)   Mr. Liddy served as Chairman of the Board of GenAmerica Financial Corporation (insurance holding company) from 2000 to 2002. He also served as Chairman of the Board of the Reinsurance Group of America, Incorporated (insurance) from 1995 to 2002. Mr. Liddy is now retired. Mr. Liddy was President of GenAmerica Financial from 1988 to 2000 and Chief Executive Officer of General American Life Insurance Company from 1992 to 2000. Also a director of Ralcorp Holdings, Inc.
	JOE R. MICHELETTO, Director Since 2000, Age 72 (Continuing in Office - Term expiring in 2011)   Mr. Micheletto served as Chief Executive Officer and President, Ralcorp Holdings, Inc. (food products) from 1996 to 2003. He is now retired. Also a director of Ralcorp Holdings, Inc. and Vail Resorts, Inc.
	W. PATRICK MCGINNIS, Director Since 2002, Age 61 (Continuing in Office - Term expiring in 2011)    Mr. McGinnis has served as Chief Executive Officer and President, Nestlé Purina PetCare Company (pet foods and related products) since 2001. From 1999 to 2001, he served as Chief Executive Officer and President, Ralston Purina Company. Also a director of Brown Shoe Company, Inc.

 

 

Board Member	Board	Audit	Executive	Nominating and Executive   Compensation	Finance and Oversight
Bill G. Armstrong	ü	ü		ü
R. David Hoover	ü				ü*
John C. Hunter	ü			ü
John E. Klein	ü	ü	ü	ü*
Ward M. Klein	ü		ü		ü
Richard A. Liddy	ü	ü	ü	ü
W. Patrick McGinnis	ü		ü	ü
Joe R. Micheletto	ü	ü	ü
J. Patrick Mulcahy	ü*		ü*		ü
Pamela M. Nicholson	ü	ü	ü	ü
John R. Roberts	ü	ü*	ü	ü
Meetings held in 2008	6	5	0	4	5

*	Chairperson

 

 

 

 

 

 

Annual Retainer	$   50,000
fee for each board meeting	$     1,000
fee for each committee meeting	$     1,000

 

 

Name	Fees Earned or Paid in Cash  ($)(1)	Stock Awards ($)(2)(3)	Option Awards ($)(4)(5)	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)(6)(7)	Total ($)
J.P. Mulcahy	$      129,000	$     136,286	$              0	$         0	$              0	$     23,812	$    289,098
B.G. Armstrong	$      124,000	$       23,753	$     19,157	$         0	$              0	$              0	$    166,910
R.D. Hoover	$      116,500	$       19,310	$              0	$         0	$              0	$              0	$    135,810
J.C. Hunter	$      119,000	$       10,574	$     19,157	$         0	$              0	$              0	$    148,731
J.E. Klein	$      134,000	$       26,924	$       1,485	$         0	$              0	$              0	$    162,409
R.A. Liddy	$      124,000	$       23,378	$              0	$         0	$     28,218	$              0	$    175,596
J.R. Micheletto	$      116,000	$       20,064	$              0	$         0	$              0	$              0	$    136,064
W.P. McGinnis	$      119,000	$                0	$              0	$         0	$              0	$              0	$    119,000
P.M. Nicholson	$      123,000	$       23,757	$              0	$         0	$              0	$              0	$    146,757
J.R. Roberts	$      133,000	$       27,800	$       1,846	$         0	$       1,656	$              0	$    164,302
W.P. Stiritz (retired 4/30/08)	$      120,000	$       33,171	$                 0	$         0	$              0	$     33,609	$    186,780

 

(1)	This column reflects retainers and meeting fees earned during the fiscal year, as well as additional compensation of $57,000 of stock equivalents in the Energizer common stock unit fund of our deferred compensation plan (a total of 508 equivalents for each director was credited on December 31, 2007) as described in the narrative above.  Upon Mr. Stiritz’ retirement from the Board, he was also paid a pro rata portion, based on his service during the fiscal year, of the annual $57,000 contribution which would otherwise be credited as of December 31, 2008. The amount of this payment was $19,000.
(2)	Because the Company matching contributions described in the narrative above were immediately vested at grant, the aggregate grant date value of those awards, in accordance with FAS 123R, is included in this column. Mr. Stiritz was also paid, upon his retirement, $7,285, reflecting the Company matching contributions on his retainers and meeting fees deferred during the fiscal year, which otherwise would be credited as of December 31, 2008. The amount shown for Mr. Mulcahy also includes the FAS 123R compensation expenses associated with the unvested restricted stock equivalents described in footnote 3 below, of $110,400. Assumptions utilized in the valuation are set forth in “Note 8. Share-Based Payments” of the Notes to Consolidated Financial Statements of our 2008 Annual Report.
(3)	As of September 30, 2008, Mr. Mulcahy was credited with 10,000 unvested restricted stock equivalents, granted in January of 2005 under the special restricted stock equivalent award described in the narrative above. The number of vested but deferred stock equivalents credited to each director as of that date is as follows: Mr. Hoover, 10,000; Mr. Liddy, 10,000; Mr. Micheletto, 10,000; Mr. Roberts, 10,000; Mr. J. Klein, 10,000; and Ms. Nicholson, 10,000.
(4)	The dollar amount recognized for stock options for financial reporting purposes in accordance with FAS 123R is set forth with respect to each of the directors in the table above. Assumptions utilized in the valuation are set forth in “Note 8. Share-Based Payments” of the Notes to Consolidated Financial Statements of our 2008 Annual Report.
(5)	The number of stock options held by each director as of September 30, 2008 is as follows: Mr. Armstrong, 10,000; Mr. Hoover, 5,000; Mr. Hunter, 10,000; Mr. J. Klein, 10,000; Mr. McGinnis, 10,000; Mr. Micheletto, 10,000; Ms. Nicholson, 10,000; and Mr. Roberts, 10,000.
(6)	In fiscal year 2008, the incremental cost of directors’ personal use of the Company aircraft, on a variable cost basis, was $19,709 for Mr. Stiritz (prior to his retirement as chairman emeritus) and $16,142 for Mr. Mulcahy, and the approximate amount of disallowed federal tax deductions associated with such use was $7,293 and $5,973, respectively. In addition the amounts reimbursed to those individuals for taxes associated with personal use, in the prior calendar year (which is paid on a delayed basis) were $6,607 and $1,697, respectively.
	All of the directors were also, from time to time during the fiscal year, provided with samples of our products, with an incremental cost of less than $50.
(7)	The following items are not considered perquisites and are not included within the above disclosure of director compensation:

(i)

The directors are covered under the terms of our general directors’ and officers’ liability insurance policies, the premiums for which are a general expense of the Company—we do not obtain a specific policy for each director, or for the directors as a group.

(ii)

We provide transportation and lodging for out-of-town directors attending board and committee meetings at our headquarters.

(iii)

The directors may make requests for contributions to charitable organizations from the Energizer charitable trust, which we have funded from time to time, and the trustees of that trust, all employees of the Company, have determined to honor such requests which are in accordance with the charitable purpose of the trust, and which do not exceed $10,000 in any year. The directors may request contributions in excess of that amount, but such requests are at the sole discretion of the trustees. All contributions are made out of the funds of the trust, and are not made in the name of the requesting director.

(iv)

In light of Mr. Mulcahy’s responsibilities as chairman of the board, he is provided use of an office and computer at our headquarters, as well as a cellphone and certain business publication subscriptions. From time to time, as part of his responsibilities as chairman, he incurs travel and other business expenses, for which he is reimbursed.

 

·	attracting and retaining key employees,

·	tying the compensation of key employees to the performance of the Company, and

·	providing an opportunity for participants to increase their holdings of common stock.

 

 

 

 

 

·	No Evergreen Features. The maximum number of shares that we can issue under the 2009 Plan is fixed and cannot be increased without shareholder approval. (However, no awards may be granted under the 2009 Plan unless and until it has been approved by shareholders.)

·

No Repricing or Reload Rights. The 2009 Plan prohibits us from repricing outstanding stock options or substituting lower-priced stock options for outstanding higher-priced options without shareholder approval. Additionally, the 2009 Plan prohibits us from granting any options that contain so-called reload rights, which are provisions entitling the option recipient to the automatic grant of additional options in connection with the exercise of the original option.

·

Administration by Nominating and Executive Compensation Committee. Our board of directors has delegated the administration of the 2009 Plan to the board’s nominating and executive compensation committee, which consists solely of independent, non-employee directors, and the committee has engaged an independent compensation consultant to advise it on compensation matters.

 

 

·	Any employee or officer of the Company or any of its subsidiaries will be eligible for any award under the 2009 Plan if selected by the committee.  There are approximately 14,000 employees of the Company and its subsidiaries that would be eligible for awards under the 2009 Plan.

·	Any of the non-employee directors of the Company will also be eligible to receive stock options or other stock awards under the 2009 Plan if authorized by the full board of directors.

 

 

·	shares of common stock tendered as full or partial payment to the Company upon exercise of options,

·	shares reserved for issuance upon grant of stock appreciation rights (“SARs”), to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs, and

·	shares withheld by the Company in satisfaction of withholding obligations upon the lapse of restrictions on restricted stock or stock equivalents or upon any other payment or issuance of shares under the 2009 Plan.

 

 

·	Restricted stock and stock equivalent awards, including performance-based awards;

·	Stock options, including options with performance conditions;

·	Stock appreciation rights (also called phantom stock options); and

·	Other awards valued by reference to our common stock.

 

 

 

 

·	Options are not exercisable (unless accelerated) for at least one year after they are granted, and they are not exercisable more than ten years after grant.

·	The exercise price will not be less than the fair market value of our common stock on the grant date.

·	The committee or board will determine the vesting schedules of options granted under the Plan and may also impose additional conditions on exercise, including performance goals.

·	The exercise price must be paid at the time the option is exercised in either cash or in other shares of common stock or through a broker cashless exercise program authorized by the Company.

 

 

 

 

 

 

 

·

When any portion of an award is released from restrictions, the fair market value of those shares on the date the restrictions lapse will be included in your income for that year and will be taxed at ordinary income tax rates.  The 2009 Plan mandates that shares or share equivalents will be withheld from vested awards in satisfaction of federal, state and local income and payroll taxes. Your basis in the stock received will be equal to the fair market value at the time that restrictions lapse, and the holding period will begin on that date.

·

You may elect to have a restricted stock award (but not a stock equivalent award) treated as taxable income in the year granted, and in that case you will be taxed at ordinary income tax rates on the fair market value of the award on the date of grant.  Any future appreciation in value of those shares at the time they are sold will be taxed as capital gain, and any decline will be treated as a capital loss. If you elect to be taxed in the year the award is granted, and the award is later forfeited before restrictions lapse, the income taxes paid will not be recoverable.

·	The Company will have deductible expense equal to the fair market value of the restricted shares in whatever year an employee or director recognizes ordinary income as a result of the award.

 

 

·	The grant of an option or SAR generally would not result in taxable income for you.

·	If you hold an incentive stock option (“ISO”), taxable income will not result from the exercise of the ISO if certain requirements are met (except that a liability may arise for alternative minimum tax), and the Company will not be entitled to a tax deduction when an ISO is exercised.

·

If you exercise a non-qualified stock option, you will recognize ordinary income equal to the difference between the fair market value of the shares of common stock acquired and the exercise price.  The Company will be entitled to a tax deduction for the same amount.  The 2009 Plan mandates that applicable federal, state and local income and payroll taxes must be paid in cash at the time of exercise.

·	If you exercise an SAR, or if the SAR vests without exercise, the amount of any cash received will be taxable as ordinary income and will be deductible by the Company.

·	The tax consequences upon a sale of the shares acquired in an exercise of an option will depend on how long the shares were held prior to sale, and upon whether the shares were acquired in the exercise of an ISO or in the exercise of a non-qualified stock option or SAR.

·

If shares acquired upon exercise of an ISO are held for at least one year after exercise and two years from the date that the ISO was granted, you will recognize long-term capital gain or loss in an amount equal to the difference between the option exercise price and the sale price of the shares.  If the shares so acquired are not held for that period, gain on the sale of the shares will be treated as ordinary income.

·

Any gain realized upon the sale of shares acquired in the exercise of a non-qualified stock option or SAR for an amount greater than their fair market value on the date of exercise, will be capital gain and any loss will be capital loss.  Generally there will be no tax consequences to the Company in connection with the disposition of shares acquired in the exercise of an option or SAR, except that the Company may be entitled to a tax deduction in the case of a sale of ISO shares before the holding periods described above have been satisfied.

 

 

 

 

 

·	by beneficiary designation;

·	by will or the laws of descent and distribution; or

·	if permitted by the committee, to an immediate family member, family trust or family partnership.

 

·	withdraw the authority of the committee to administer the Plan;

·	increase the limit on the number of shares which are the subject of awards granted to any individual; or

·	change the terms of any awards granted before the amendment in an adverse manner without the consent of the recipient.

 

 

			(c)
			Number of
			securities
			remaining available
	(a)		for future issuance
	Number of		under equity
	Securities	(b)	compensation
	to be issued upon	Weighted-average	plans (excluding
Plan Category	exercise of	exercise price of	securities reflected
	outstanding	outstanding	in column
	options,	options,	(a), and as noted
	warrants and rights	warrants and rights	below.)
Equity compensation	1,572,213	$31.24	2,194,626
plans approved by
security holders
Equity compensation	None	N/A	None
plans not approved
by security holders
Total	1,572,213	$31.24	2,194,626