8-K 1 a13-19954_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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 27, 2013

 


 

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
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

CLARENDON HOUSE

CHURCH STREET

HAMILTON, BERMUDA

(Business address of registrant)

 

ONE 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:

 

o                        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07               Submission of Matters to a Vote of Security Holders.

 

On August 27, 2013, Helen of Troy Limited (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”).  The following proposals were submitted to a vote of the shareholders of the Company at the Annual Meeting:

 

1.             Setting of the number of director positions at seven and the election of the seven 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 seven 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

 

23,627,712

 

4,566,799

 

12,648

 

2,379,739

 

John B. Butterworth

 

26,996,228

 

1,198,120

 

12,811

 

2,379,739

 

Timothy F. Meeker

 

24,863,790

 

3,330,876

 

12,493

 

2,379,739

 

Gerald J. Rubin

 

26,756,555

 

1,436,633

 

13,971

 

2,379,739

 

William F. Susetka

 

24,862,363

 

3,332,176

 

12,620

 

2,379,739

 

Adolpho R. Telles

 

28,131,867

 

62,282

 

13,010

 

2,379,739

 

Darren G. Woody

 

24,862,497

 

3,332,042

 

12,620

 

2,379,739

 

 

Advisory Vote to Approve the Compensation of our Named Executive Officers

 

The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was not approved, having received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

3,444,818

 

24,460,010

 

302,331

 

2,379,739

 

 

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

 

30,528,409

 

27,765

 

30,724

 

 

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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 30, 2013

/s/ Thomas J. Benson

 

Thomas J. Benson

 

Senior Vice President and Chief Financial Officer

 

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