THE HAIN CELESTIAL GROUP, INC. (NASDAQ: HAIN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 5, 2018, the Board of Directors of The Hain Celestial Group, Inc. (the “Company”) adopted an amendment and restatement of the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”) to make certain administrative changes including, among other changes, allowing for virtual stockholders meetings and providing that share certificates be signed by any two authorized officers of the Company instead of specific enumerated officers. The By-Laws became effective upon adoption by the Company’s Board of Directors on December 5, 2018. The foregoing does not constitute a complete summary of the amendment to the By-Laws, and reference is made to the complete text of the By-Laws, which is attached hereto as Exhibit 3.1 and is incorporated by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
On December 5, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company submitted the following matters to a vote of security holders:
|
No.1 |
To elect nine directors, each to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; |
|
No.2 |
To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ended June30, 2018; and |
|
No. 3 |
To ratify the appointment of Ernst& Young LLP as our registered independent accountants for the fiscal year ending June30, 2019. |
Proposal No.1 – Election of Directors:
The Company’s stockholders elected the persons named below, the Company’s nominees, as directors of the Company, with the following vote:
|
Name: |
For |
Against |
Abstain |
|
Celeste A. Clark |
82,555,884 |
728,224 |
80,778 |
|
Andrew R. Heyer |
68,716,802 |
14,421,261 |
226,823 |
|
R. Dean Hollis |
80,194,303 |
2,961,540 |
209,043 |
|
Shervin J. Korangy |
81,639,817 |
1,514,248 |
210,821 |
|
Roger Meltzer |
70,460,081 |
12,677,241 |
227,564 |
|
Mark Schiller |
82,826,165 |
326,953 |
211,768 |
|
Jack L. Sinclair |
78,449,485 |
4,825,826 |
89,575 |
|
Glenn W. Welling |
76,752,201 |
6,523,103 |
89,582 |
|
Dawn M. Zier |
75,669,370 |
7,613,569 |
81,947 |
|
Broker Non-Votes: 11,446,791 |
Proposal No.2 – Advisory Vote regarding the Compensation of the Company’s Named Executive Officers:
The Company’s stockholders cast their advisory votes to approve the compensation of our named executive officers for the fiscal year ended June30, 2018 as set forth in the Company’s proxy statement with the following vote:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|
42,105,791 |
41,110,367 |
148,728 |
11,446,791 |
Proposal No.3 – Ratification of Appointment of Registered Independent Accountants:
The Company’s stockholders ratified the appointment of Ernst& Young LLP for the fiscal year ending June 30, 2019 with the following vote:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|
93,498,637 |
1,207,516 |
105,524 |
Item 9.01Financial Statements and Exhibits
(d) Exhibits. The following exhibit is filed herewith:
|
Exhibit No. |
Description |
|
3.1 |
The Hain Celestial Group, Inc. Amended and Restated By-Laws |
EXHIBIT INDEX
HAIN CELESTIAL GROUP INC ExhibitEX-3.1 2 exhibit31amendedandrestate.htm EXHIBIT 3.1 Exhibit AMENDED AND RESTATEDBY-LAWSOFTHE HAIN CELESTIAL GROUP,…To view the full exhibit click here