SEC Form 4 · accession 0001209191-18-059130
EDGEWELL PERSONAL CARE Co · EPC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Options 11/15/2018F1 | $42.71 | Nov 15, 2018 | A | 50,887 | A | Nov 15, 2019 | Nov 15, 2028 | Common Stock | 50,887 | 50,887 | D |
| Restricted Stock Equivalents (RSE) 11/15/2018F2 | $0.00 | Nov 15, 2018 | A | 23,180 | A | Nov 15, 2019 | — | Common Stock | 23,180 | 23,180 | D |
| Performance Stock Equivalents (PSE) 11/15/2018F3 | $0.00 | Nov 15, 2018 | A | 241,162 | A | Nov 15, 2021 | — | Common Stock | 241,162 | 241,162 | D |
Explanation of responses
- F1One-third of the Options will become exercisable on each of 11/15/2019, 11/15/2020 and 11/15/2021, as long as the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.
- F2One-third of the RSEs will vest and convert into shares of Edgewell common stock on each of 11/15/2019, 11/15/2020 and 11/15/2021 if the Reporting Person is employed on said dates, or all or a portion may vest upon death, disability, change in control or certain termination events.
- F3The PSEs will vest and convert into shares of Edgewell common stock on the date that Edgewell releases its earnings for the fiscal year ending September 30, 2021 if specified performance criteria are met, subject to the exercise of negative discretion by the Compensation Committee of Edgewell's Board of Directors. The performance goals for the PSEs are the adjusted earnings per share of the Company for its 2021 fiscal year, the adjusted cumulative free cash flow of the Company for its 2021 fiscal year as a percentage of adjusted net sales of the Company for fiscal year 2019 through fiscal year 2021, and the achievement of targeted Project Fuel savings for the period ended September 30, 2021. The percentage of the PSEs vesting will range from 0% to 100% based on performance.
Remarks
This POA supersedes and replaces all prior POAs. I, David P. Hatfield, Chief Executive Officer of Edgewell Personal Care Company, hereby authorize and designate Marisa Iasenza to sign and file all Forms 3, 4 and 5 which I may be required to file with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934. Such authority shall continue indefinitely until such time as I revoke such authority in writing. Her authority shall not be exclusive and nothing herein shall serve to prohibit me from designating other persons to sign and file my Forms 3, 4 and 5, or from so signing and filing such Forms myself. Dated: November 15, 2018