PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 3, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On May 3, 2022, the Board of Directors (the “Board”) of Helen of Troy Limited (the “Company”) approved the appointments of Tabata Gomez and Elena Otero to serve as directors of the Company until the next annual general meeting of shareholders or until their respective successors have been duly elected or appointed, or until their earlier death, resignation or removal. As of the date hereof, the Board has not determined any committee appointments for Ms. Gomez nor Ms. Otero. The Board intends to nominate Ms. Gomez and Ms. Otero as directors of the Company at the next annual general meeting of shareholders. There are no arrangements or understandings between Ms. Gomez nor Ms. Otero and any other persons pursuant to which they were appointed as directors of the Company. There are no family relationships between Ms. Gomez nor Ms. Otero and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Ms. Gomez nor Ms. Otero and the Company. Ms. Gomez and Ms. Otero will receive the same compensation for service on the Board as that of the other non-employee directors of the Company, pro-rated for the year of their service from the effective date of their election to the Board.
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: May 3, 2022
/s/ Matthew J. Osberg
Matthew J. Osberg
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
