Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

THE HAIN CELESTIAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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LOGO

THE HAIN CELESTIAL GROUP, INC 58 South Service Road Melv ille, New York 11747 NOTICE OF STOCKHOLDERS OF ANNUAL MEETING to be held on November 17, 2011 Label Area 4” x 1 1/2” The 2011 Annual Meeting of Stockholders of The Hain Celestial Group, In c. (th e “Company”), will be held at 11:00 a.m., Eastern Time, on Monday, November 17, 2011 at the Amphit heater at 58 South Service Road, Melville, New York 11747. Proposals to be considered at th e Annual Meeti ng: (1) To elect ten dir ectors for a te rm expiring at th e next annual meeting of the company, or until th eir successors are duly ele cted and qualified. (2) To vote, on an advisory basis, fo r th e compensation awarded to th e named executive officers fo r th e fiscal year ended June 30, 2011, as set fo rth in th is proxy statement. (3) To vote , on an advisory basis, fo r th e fr equency with which stockholders will participate in an advisory vote on executive compensation. (4) To approve the amendment of the Amended and Restated 2002 Long Term In centive and Stock Award Plan. (5) To ratify th e appoin tm ent of Ernst & Young LLP, to act as registered in dependent accountants of th e Company fo r the fi scal year ending June 30, 2012. . To transact such other business as may properly come before the meeti ng or any adjournment or postponement th ereof. The Board of Directors Recommends You Vote FOR” it ems 1, 2, 4 and 5 and “EVERY YEAR” for it em 3. *Stockholders are cordially invited to attend the Annual Meeting and vote in person. You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Vote Your Proxy on th e Internet: Go to www.c stproxyvote.com Have your notice available when you acce ss the above web site. Fo llow the prompts to vote your shares. Label Area 4” x 1 1/2” THIS AREA LEFT BLANK IN TENTIONALLY The Proxy Materials are available for review at: http://www.hain-celestial.com/proxy COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER:

LOGO

THE HAIN 58 South CELESTIAL Service Road,GROUP, Melville INC. New York 11747 Directions to the Annual Meeting of Stockholders From New York City: Take th e Long Island Expressway East to Exit 48 (Round Swamp Road). Proceed straight off exit and after the first tr affic light our build ing is the second one on th e right. From Eastern Long Isla nd: Take th e Long Island Expressway West to Exit 48 (Round Swamp Road). Proceed to traffic light and make a left tu rn. Go under th e overpass and make a left tu rn going East. Our building is the second one on th e right. Long Isla nd Rail Road: Take the Ronkonkoma Branch Line to th e Farmingdale Station. Take a cab to 58 South Service Road, Melville , New York. The Amphitheater is lo cated on the lo wer le vel. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held November 17, 2011. The Proxy Statement and our 2011 Annual Report to Stockholders are available at: http://www.hain-celestial.com/proxy This communication presents only an overview of the more complete proxy materials that are available to you on th e In ternet. We encourage you to access and revie w all of the im portant in formation contained in the proxy mate ri als before voting. If you would like to receive a paper or e-mail copy of th ese documents, you must request one. There is no charge for such documents to be maile d to you. Please make your request for a copy as instructed below on or before November 7, 2011 to facili tate a timely delivery. The follo wing Proxy Materials are avail able to you to review at: http:/ www.hain-celestial. com/p roxy - the Company’s Annual Report for th e year ended June 30, 2011 - the Company’s 2011 Proxy Statement (including all atta chments th ereto) - the Proxy Card - any amendments to th e foregoing materials th at are required to be furnished to stockholders. ACCESSING YOUR PROXY MATERIALS ONLINE Have this notice availa ble when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your company ID, 9-digit proxy number and 10-digit account number. REQUESTING A PAPER COPY OF THE PROXY MATERIALS By telephone please call 1-888-221-0690 or By Internet at http://www.hain-celestial.com/proxy or By email at: proxy@continentalstock.com Please include th e company name and your account number in th e subject li ne.