8-K 1 proxy_8k.htm 8-K Document


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported):  August 21, 2019
 
helenoftroylogoa10.jpg
 
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 of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

CLARENDON HOUSE
2 CHURCH STREET
HAMILTON, BERMUDA
(Business address of registrant)
 
1 HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
(United States mailing address of registrant and zip code)

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
 
Name of each exchange on which registered
Common Shares
 
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 21, 2019, 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.
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
Julien R. Mininberg
22,518,325

158,206

6,768

1,360,730

Gary B. Abromovitz
22,102,697

573,434

7,168

1,360,730

Krista L. Berry
22,589,219

87,156

6,924

1,360,730

Vincent D. Carson
22,492,100

184,166

7,033

1,360,730

Thurman K. Case
22,587,611

88,496

7,192

1,360,730

Timothy F. Meeker
22,314,695

358,718

9,886

1,360,730

Beryl B. Raff
22,551,134

125,003

7,162

1,360,730

William F. Susetka
22,461,122

214,932

7,245

1,360,730

Darren G. Woody
22,358,286

318,030

6,983

1,360,730


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
22,287,926
162,072

233,301

1,360,730


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
23,777,314
257,492

9,223

 

2


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 23, 2019
/s/ Brian L. Grass
 
Brian L. Grass
 
Chief Financial Officer,  Principal Financial Officer and Principal Accounting Officer

3