HELEN OF TROY LIMITED (NASDAQ:HELE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Helen of Troy Limited 2018 Stock Incentive Plan
On August22, 2018, at the annual general meeting of the shareholders (the “Annual Meeting”) of Helen of Troy Limited (the “Company”), the shareholders approved the Helen of Troy Limited 2018 Stock Incentive Plan (the “2018 Stock Plan”). A description of the material terms and conditions of the 2018 Stock Plan is included in “Proposal 3: Approval of the Helen of Troy Limited 2018 Stock Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on June28, 2018 (the “Proxy Statement”) and is incorporated herein by reference. The 2018 Stock Plan is attached as Annex B to the Proxy Statement.
Helen of Troy Limited 2018 Employee Stock Purchase Plan
At the Annual Meeting, the shareholders also approved the Helen of Troy Limited 2018 Employee Stock Purchase Plan (the “2018 ESPP”). A description of the material terms and conditions of the 2018 ESPP is included in “Proposal 4: Approval of the Helen of Troy Limited 2018 Employee Stock Purchase Plan” of the Proxy Statement and is incorporated herein by reference. The 2018 ESPP is attached as Annex C to the Proxy Statement.
Retirement of Chief Legal Officer
As previously disclosed, Vincent D. Carson, Chief Legal Officer and Secretary of the Company, announced his retirement from the management of the Company effective as of the Annual Meeting. As of the Annual Meeting, Mr.Carson retired from his positions as Chief Legal Officer and Secretary of the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August22, 2018, 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 nine nominees to the Company’s Board of Directors.
2. An advisory vote on the Company’s executive compensation.
3. The vote for the 2018 Stock Plan.
4. The vote for the 2018 ESPP.
5. 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 |
BrokerNon-Votes |
|
Julien R. Mininberg |
23,934,638 |
115,666 |
2,981 |
1,359,995 |
|
Gary B. Abromovitz |
23,855,747 |
193,889 |
3,649 |
1,359,995 |
|
Krista L. Berry |
23,978,107 |
65,074 |
10,104 |
1,359,995 |
|
Vincent D. Carson |
23,947,588 |
102,722 |
2,975 |
1,359,995 |
|
Thurman K. Case |
23,976,773 |
65,611 |
10,901 |
1,359,995 |
|
Timothy F. Meeker |
23,876,366 |
173,374 |
3,545 |
1,359,995 |
|
Beryl B. Raff |
23,973,202 |
76,521 |
3,562 |
1,359,995 |
|
William F. Susetka |
23,952,756 |
96,590 |
3,939 |
1,359,995 |
|
Darren G. Woody |
23,876,014 |
174,120 |
3,151 |
1,359,995 |
