PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 24, 2022
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
Commission File Number: 001-14669
Bermuda
74-2692550
(State or other jurisdiction
(IRS Employer
of incorporation)
Identification No.)
Clarendon House
2 Church Street
Hamilton, Bermuda
(Address of principal executive offices)
One Helen Of Troy Plaza
El Paso, Texas79912
(Registrant's United States mailing address)
915-225-8000
(Registrant’s telephone number, including area code)
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))
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 Shares, $0.10 par value per share
HELE
The NASDAQ Stock Market LLC
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 1.01 Entry into a Material Definitive Agreement.
Seventh Amendment to Guaranty Agreement
On August 26, 2022, Helen of Troy Limited (the “Company”) and certain of the Company’s subsidiaries entered into the Seventh Amendment to Guaranty Agreement (the “Guaranty Amendment”) in favor of Bank of America, N.A. The Guaranty Amendment amends the Guaranty Agreement (as amended, the “Guaranty Agreement”), dated March 1, 2013, made by the Company and certain of the Company’s subsidiaries in favor of Bank of America, N.A.
In connection with the Guaranty Amendment, the Company provided a Qualified Acquisition Notice (as defined in the Guaranty Agreement), which triggered temporary adjustments to the maximum Leverage Ratio (as defined in the Guaranty Agreement) as further described below. As a result of the Qualified Acquisition Notice, the maximum Leverage Ratio is 4.25 to 1.00 through May 31, 2022, 4.00 to 1.00 through February 28, 2023, 3.75 to 1.00 through May 31, 2023 and 3.50 to 1.00 thereafter. The Guaranty Agreement requires the maintenance of certain financial covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio (as defined in the Guaranty Agreement), and includes customary representations and warranties, and covenants, including, among other things, covenants restricting or limiting the Company and its subsidiaries, except under certain conditions set forth therein, from (1) incurring liens on any of their respective properties, (2) making certain types of investments, (3) incurring additional indebtedness, and (4) assigning or transferring certain licenses.
Sixth Supplemental Trust Indenture
As previously disclosed, on March 20, 2013, Kaz USA, Inc. (“Kaz USA”), a wholly owned subsidiary of the Company, entered into the Loan Agreement, dated as of March 1, 2013 (the “Loan Agreement”), by and between Kaz USA and Mississippi Business Finance Corporation (the “MBFC”) in connection with the issuance by MBFC of taxable industrial development revenue bonds (the “Bonds”). The Bonds were issued under a Trust Indenture, dated as of March 1, 2013 (as supplemented, the “Indenture”), by and between MBFC and U.S. Bank National Association, as trustee (the “Trustee”), and are payable from payments made by Kaz USA pursuant to the Loan Agreement.
On August 26, 2022, MBFC and the Trustee entered into a Sixth Supplemental Trust Indenture (the “Sixth Supplemental Indenture”), with the consent of Kaz USA and Bank of America, N.A., the purchaser of the Bonds. The Sixth Supplemental Indenture replaced the eurodollar rate with Term SOFR (as defined in the Sixth Supplemental Indenture) as the reference interest rate under the Indenture. Following the effective date of the Sixth Supplemental Indenture, the Bonds will bear floating interest at either the Base Rate (as defined in the Indenture) or Term SOFR, plus a margin based on the Net Leverage Ratio (as defined in the Indenture) of 0% to 1.0% and 1.0% to 2.0% for Base Rate and Term SOFR borrowings, respectively, plus a credit spread of 0.10% for Term SOFR borrowings.
The foregoing descriptions of the Guaranty Amendment and the Sixth Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the Guaranty Amendment that is filed with this Current Report on Form 8-K as Exhibit 10.1 and the Sixth Supplemental Indenture that is filed with this Current Report on Form 8-K as Exhibit 10.2, each of which is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 24, 2022, Helen of Troy Limited, a Bermuda company (the “Company”) held its Annual General Meeting (the “Annual Meeting”). The following proposals were submitted to a vote of the shareholders of the Company at the Annual Meeting:
1. The election of the nine nominees to the Company’s Board of Directors.
2. An advisory vote on the Company’s executive compensation.
3. Ratification of the appointment of Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm and the authorization of the Company’s Audit Committee of the Board of Directors to set the auditor’s remuneration.
Board of Director Election Results
The Company’s nine nominees for director were each elected to serve a one-year term. The votes for each director were as follows:
Name:
For
Against
Abstain
Broker Non-Votes
Krista L. Berry
22,037,362
19,120
33,623
944,808
Vincent D. Carson
21,443,199
615,954
30,952
944,808
Thurman K. Case
22,021,351
30,788
37,966
944,808
Tabata L. Gomez
22,039,973
14,391
35,741
944,808
Timothy F. Meeker
21,511,025
539,873
39,207
944,808
Julien R. Mininberg
21,978,904
77,134
34,067
944,808
Elena B. Otero
22,039,906
14,182
36,017
944,808
Beryl B. Raff
22,038,069
15,343
36,693
944,808
Darren G. Woody
21,578,947
469,700
41,458
944,808
Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved, having received the following votes:
For
Against
Abstain
Broker Non-Votes
21,500,777
438,422
150,906
944,808
Ratification of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Grant Thornton LLP to serve as the Company’s auditor and independent registered public accounting firm and to authorize the Company’s Audit Committee of the Board of Directors to set the auditor’s remuneration was approved. The votes were cast as follows:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
HELEN OF TROY LIMITED
Date: August 30, 2022
/s/ Matthew J. Osberg
Matthew J. Osberg
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
