HAIN CELESTIAL GROUP INC
For the period ended Oct 31, 2024. Filed Sep 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 31, 2024 · Filed Sep 19, 2024
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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
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 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)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| Dear FellowShareholder, | |
|---|---|
| You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of The Hain Celestial Group, Inc. (the “Company” or “Hain”), which will be held virtually on Thursday, October 31, 2024, at 9:00 a.m., Eastern Time. We believe that holding a virtual meeting again this year is in the best interest of the Company and all of its stakeholders and will allow for shareholder participation using our online tools. Fiscal year 2024 was the foundational year of our Hain Reimagined strategy, during which we made substantial progress in focusing the business and generating fuel for growth. We transitioned to a global operating model, eliminating geographic barriers and redundant costs and driving scale, and cultivated a performance-driven, values-based culture. While the year saw continued challenges, including a changing macroeconomic landscape, supply chain challenges and international geopolitical conflicts and unrest, we remain confident in the Hain Reimagined strategy, the strength of our diversified portfolio and geographic footprint, the benefits of our scale model, and our team’s ability to deliver sustainable growth and long-term value to shareholders. At our 2024 Annual Meeting, our shareholders will vote on (1) the election of the eight director nominees named in the accompanying proxy statement, (2) an advisory vote regarding the compensation of our named executive officers for the fiscal year ended June 30, 2024, as set forth in the accompanying proxy statement, (3) the ratification of the appointment of our registered independent accountants, and (4) the approval of the amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan. In addition to these formal items of business, you will have an opportunity to ask questions of the Company’s senior management and Board of Directors to the extent relevant to the 2024 Annual Meeting. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on | your proxy card or the instructions that accompanied your proxy materials. On behalf of the Company and the members of the Board of Directors, we thank you for your investment and confidence in Hain as a leading better-for-you company. We would like to thank our Hain team members for their continued dedication and commitment to Hain as we live into our purpose to inspire healthier living for people, communities and the planet through better-for-you brands. We remain confident that we have the right foundation to deliver long-term, profitable, and sustainable growth. We hope that you will join us on October 31st, and we look forward to the submission of your vote and your continued support throughout the year. Sincerely, |
| Dawn M. Zier | Wendy P. Davidson |
| Independent Chairof the Board | President and ChiefExecutive Officer andDirector |
Notice of Annual Meeting of Shareholders
| Date: Thursday,October 31, 2024 | Time: 9:00 a.m.Eastern Time | Location: www.virtualshareholdermeeting.com/HAIN2024 |
We are holding the 2024 Annual Meeting for the following purposes:
| 1.To elect the eight director nominees specified in the accompanying proxy statement to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified 2.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ended June 30, 2024, as set forth in the accompanying proxy statement (“Say on Pay”) 3.To ratify the appointment of Ernst & Young LLP as our registered independent accountants for the fiscal year ending June 30, 2025 | 4.To approve the amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan 5.To transact such other business as may properly come before the 2024 Annual Meeting (including any adjournments or postponements thereof) |
|---|
Only shareholders of record as of the close of business on September 3, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting, or any adjournment or postponement thereof.
By order of the Board of Directors,
Kristy M. MeringoloChief Legal and Corporate Affairs Officer, Corporate Secretary
Your vote is important. Whether or not you expect to attend the 2024 Annual Meeting virtually, please submit your vote as soon as possible. See page 80 in the accompanying proxy statement for a description of the ways by which you may cast your vote on the matters being considered at the 2024 Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 31, 2024: A complete set of proxy materials relating to our 2024 Annual Meeting is available on the internet. These materials, consisting of this notice of annual meeting of shareholders, the accompanying proxy statement and our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, may be viewed at ir.hain.com/shareholder-information/proxy.
Table of Contents
| Proxy Statement Summary | 1 | PROPOSAL 2 | |
|---|---|---|---|
| Voting Matters and Vote Recommendations | 1 | Advisory Vote Regarding the Compensation of | |
| Company Snapshot | 1 | the Company’s Named Executive Officers | 60 |
| Fiscal Year 2024 Snapshot | 2 | Background | 60 |
| Corporate Governance | 3 | Conclusion | 60 |
| Impact Strategy | 6 | ||
| Impact Highlights | 7 | PROPOSAL 3 | |
| Impact Disclosure and Reporting | 8 | Ratification of Appointment of Registered | |
| Independent Accountants | 61 | ||
| PROPOSAL 1 | Ernst & Young LLP’s Fees | 61 | |
| Election of Directors | 9 | ||
| General | 9 | Report of the Audit Committee | 63 |
| Annual Meeting | 10 | PROPOSAL 4 | |
| Approval of the Amendment to The Hain Celestial Group, | |||
| Board of Directors and Corporate Governance | 18 | Inc. 2022 Long Term Incentive and Stock Award Plan | 64 |
| The Board of Directors | 18 | General | 64 |
| Director Independence | 18 | Summary of the 2022 Plan as Proposed to be Amended | 65 |
| Board Leadership Structure | 18 | Federal Income Tax Consequences | 70 |
| Executive Sessions | 19 | Plan Benefits | 71 |
| Director Elections | 19 | Recommendation of the Board | 72 |
| Director Nomination Process and Shareholder | |||
| Nominations | 19 | Securities Authorized for Issuance Under Equity | |
| Director Skills, Experience and Qualifications | 21 | Compensation Plans | 73 |
| Committees of the Board | 22 | ||
| Board Role in Risk Oversight | 25 | Ownership of Common Stock by Management | |
| Information Security | 26 | and Certain Beneficial Owners | 74 |
| Board Oversight of Impact | 26 | ||
| Board and Committee Self-Evaluations | 27 | Certain Relationships and Related Party Transactions | 76 |
| Management Succession Planning | 27 | ||
| Director Orientation and Continuing Education | 27 | Other Matters | 77 |
| Website Access to Corporate Governance Documents | 27 | ||
| Compensation of Directors | 28 | Shareholder Proposals and Other Communications | 78 |
| Director Stock Ownership Guidelines | 29 | ||
| Questions and Answers About Our 2024 Annual | |||
| Executive Officers | 30 | Meeting | 79 |
| Executive Compensation | 33 | Appendix A – Non-GAAP Financial Measures | A-1 |
| Compensation Discussion and Analysis | 33 | Non-GAAP Measures Under the 2024 AIP | A-1 |
| Compensation and Talent Management Committee | Adjusted Gross Margin | A-1 | |
| Report | 45 | Adjusted EBITDA | A-1 |
| Executive Compensation Tables | 46 | Free Cash Flow | A-2 |
| Potential Payments upon Termination or Change in | |||
| Control | 50 | Appendix B-1 – First Amendment to The Hain Celestial | |
| CEO Pay Ratio | 54 | Group, Inc. 2022 Long Term Incentive and Stock Award Plan | B-1 |
| Pay Versus Performance | 55 | ||
| Long Term Incentive and Stock Award Plan · B-2 | |||
This proxy statement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words “believe,” “expect,” “anticipate,” “may,” “should,” “plan,” “intend,” “potential,” “vision,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition and our strategic plans. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties that may cause actual results to differ materially from forward-looking statements are described in our most recent Annual Report on Form 10-K and our other filings from time to time with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.