PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 25, 2021
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 5.07 Submission of Matters to a Vote of Security Holders.
On August 25, 2021, Helen of Troy Limited, a Bermuda company (the “Company”) held its 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 eight 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 eight 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
Gary B. Abromovitz
20,655,904
856,559
36,578
991,643
Krista L. Berry
21,393,571
119,671
35,799
991,643
Vincent D. Carson
21,306,694
206,326
36,021
991,643
Thurman K. Case
21,392,798
120,334
35,909
991,643
Timothy F. Meeker
20,334,538
1,177,557
36,946
991,643
Julien R. Mininberg
21,282,807
230,455
35,779
991,643
Beryl B. Raff
21,438,717
74,467
35,857
991,643
Darren G. Woody
20,733,193
779,587
36,261
991,643
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
21,205,889
174,377
168,775
991,643
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:
For
Against
Abstain
22,421,424
88,611
30,649
2
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 26, 2021
/s/ Brian L. Grass
Brian L. Grass
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
