Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
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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): December 5, 2018
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haincelestialnewlogoa01a24.jpg
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
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Delaware
0-22818
22-3240619
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
1111 Marcus Avenue, Lake Success, NY 11042
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (516) 587-5000
Former name or former address, if changed since last report: N/A
 
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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))




 





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 5.03    Amendments 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 5.07    Submission 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 June 30, 2018; and
No. 3
To ratify the appointment of Ernst & Young LLP as our registered independent accountants for the fiscal year ending June 30, 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 June 30, 2018 as set forth in the Company’s proxy statement with the following vote:

For
 
Against
 
Abstain
 
Broker Non-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
 
Broker Non-Votes
93,498,637
 
1,207,516
 
105,524
 


Item 9.01    Financial 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

Exhibit No.
 
Description
 


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: December 7, 2018

THE HAIN CELESTIAL GROUP, INC.
(Registrant)
 
By: 
/s/ Denise M. Faltischek
Name:
Denise M. Faltischek
Title:
Executive Vice President and
Chief Strategy Officer, Corporate Secretary