HAIN CELESTIAL GROUP INC

Section 14A of Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires us to provide our shareholders with a non-binding advisory “Say on Pay” vote to approve the compensation of our NEOs. We currently provide our shareholders with a non-binding advisory Say on Pay vote every year. Shareholders have an opportunity to cast an advisory vote on the frequency of Say on Pay votes at least every six years. The next advisory vote on the frequency of the Say on Pay vote is expected to occur at our annual meeting of shareholders in 2029.

We are asking our shareholders to approve, on an advisory basis, the compensation paid to our NEOs, as described in the “Executive Compensation – Compensation Discussion and Analysis” section (the “CD&A”) of this proxy statement. Although the advisory vote is not binding upon the Company, the Company’s Compensation and Talent Management Committee, which is responsible for designing and administering our executive compensation program, values our shareholders’ opinions and will continue to consider the outcome of the vote in its ongoing evaluation of our executive compensation program.

Our executive compensation philosophy and practice reflects our unwavering commitment to paying for performance – both short- and long-term. We believe that our multi-faceted executive compensation plans, with their integrated focus on both individual and corporate goals and objectives, as well as short- and long-term metrics, provide an effective framework by which progress against our strategic goals may be appropriately measured and rewarded.