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 26, 2020

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 incorporation or organization)    (I.R.S. Employer Identification No.)                
Clarendon House, 2 Church Street, Hamilton, Bermuda                                    
(Address of principal executive offices)            

1 Helen of Troy Plaza, El Paso, Texas             79912
(Registrant’s United States Mailing Address)            (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, 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 incorporation or organization)    (I.R.S. Employer Identification No.)                
Clarendon House, 2 Church Street, Hamilton, Bermuda                                    
(Address of principal executive offices)            

1 Helen of Troy Plaza, El Paso, Texas             79912
(Registrant’s United States Mailing Address)            (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, $0.10 Par Value Per Share
 
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 26, 2020, Helen of Troy Limited, a Bermuda company (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 eight 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 eight 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
 
22,435,415

 
699,141

 
12,458

 
1,146,072

Krista L. Berry
 
23,039,225

 
95,287

 
12,502

 
1,146,072

Vincent D. Carson
 
22,859,937

 
274,566

 
12,511

 
1,146,072

Thurman K. Case
 
23,037,519

 
96,538

 
12,957

 
1,146,072

Timothy F. Meeker
 
22,454,191

 
678,236

 
14,587

 
1,146,072

Julien R. Mininberg
 
22,901,067

 
233,478

 
12,469

 
1,146,072

Beryl B. Raff
 
23,014,498

 
119,844

 
12,672

 
1,146,072

Darren G. Woody
 
22,457,491

 
676,983

 
12,540

 
1,146,072

 
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
22,851,912

 
78,215

 
216,887

 
1,146,072

 
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
24,055,328

 
224,462

 
13,296

 


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 31, 2020
/s/ Brian L. Grass
 
Brian L. Grass
 
Chief Financial Officer,  Principal Financial Officer and Principal Accounting Officer

 
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 26, 2020, Helen of Troy Limited, a Bermuda company (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 eight 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 eight 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
 
22,435,415

 
699,141

 
12,458

 
1,146,072

Krista L. Berry
 
23,039,225

 
95,287

 
12,502

 
1,146,072

Vincent D. Carson
 
22,859,937

 
274,566

 
12,511

 
1,146,072

Thurman K. Case
 
23,037,519

 
96,538

 
12,957

 
1,146,072

Timothy F. Meeker
 
22,454,191

 
678,236

 
14,587

 
1,146,072

Julien R. Mininberg
 
22,901,067

 
233,478

 
12,469

 
1,146,072

Beryl B. Raff
 
23,014,498

 
119,844

 
12,672

 
1,146,072

Darren G. Woody
 
22,457,491

 
676,983

 
12,540

 
1,146,072

 
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
22,851,912

 
78,215

 
216,887

 
1,146,072

 
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
24,055,328

 
224,462

 
13,296

 


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 31, 2020
/s/ Brian L. Grass
 
Brian L. Grass
 
Chief Financial Officer,  Principal Financial Officer and Principal Accounting Officer

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