0000910406false00009104062023-10-262023-10-26

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): October 26, 2023
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HainCelestial-Logo-FullColor-RGB.jpg
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

————————————
Delaware0-2281822-3240619
(State or other jurisdiction
of incorporation)		(Commission File Number)(I.R.S. Employer Identification No.)

221 River Street, 12th Floor, Hoboken, NJ 07030
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (516) 587-5000

(Former name or former address, if changed since last report)

————————————

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 classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, par value $0.01 per shareHAIN
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 5.07Submission of Matters to a Vote of Security Holders.

On October 26, 2023, The Hain Celestial Group, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders. The matters voted upon and the voting results are set forth below.

Proposal 1 – Election of Directors

The following eight director nominees were elected to serve on the Company’s board of directors until the next annual meeting of shareholders and until their successors are duly elected and qualified, based upon the following vote:
ForAgainstAbstainBroker
Non-Votes
Richard A. Beck74,982,836629,47851,6643,910,398
Neil Campbell75,242,025374,41047,5433,910,398
Celeste A. Clark, Ph.D.74,197,9681,433,75332,2573,910,398
Wendy P. Davidson75,296,785317,02750,1663,910,398
Shervin J. Korangy75,018,478611,37034,1303,910,398
Michael B. Sims74,899,955717,69446,3293,910,398
Carlyn R. Taylor75,169,811433,71160,4563,910,398
Dawn M. Zier74,658,461961,08044,4373,910,398


Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended June 30, 2023 was approved based upon the following vote:
ForAgainstAbstainBroker
Non-Votes
68,949,7156,242,783471,4803,910,398


Proposal 3 – Advisory Vote on the Frequency of Holding Future Advisory Votes on Named Executive Officer Compensation

For the advisory vote on the frequency of holding future advisory votes on named executive officer compensation, shareholders recommended that such votes be held every year based upon the following vote:
1 Year2 Years3 YearsAbstainBroker
Non-Votes
68,533,15119,2217,052,74658,8603,910,398

In accordance with the recommendation of the Company’s board of directors on Proposal 3 set forth in the proxy statement for the 2023 Annual Meeting of Shareholders, and consistent with the voting outcome on Proposal 3, the Company will continue to conduct advisory votes on the compensation of the Company’s named executive officers every year until the next advisory vote on the frequency of such votes is held.


Proposal 4 – Ratification of Appointment of Registered Independent Accountants

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s registered independent accountants for the fiscal year ending June 30, 2024 was approved based upon the following vote:
ForAgainstAbstainBroker
Non-Votes
77,909,7231,621,34443,3090




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.

Date: November 1, 2023
THE HAIN CELESTIAL GROUP, INC.
By: /s/ Kristy M. Meringolo
Name:Kristy M. Meringolo
Title:Chief Legal and Corporate Affairs Officer,
Corporate Secretary


v3.23.3
Cover
Oct. 26, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 26, 2023
Entity Registrant Name THE HAIN CELESTIAL GROUP, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 0-22818
Entity Tax Identification Number 22-3240619
Entity Address, Address Line One 221 River Street, 12th Floor
Entity Address, City or Town Hoboken
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07030
City Area Code 516
Local Phone Number 587-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol HAIN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000910406
Amendment Flag false
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