HAIN CELESTIAL GROUP INC

We are asking our shareholders to approve a proposal to amend The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”) to increase the number of shares of common stock (the Company’s shares of common stock are referred to as the “Shares”) available for issuance under the 2022 Plan from 9,200,000 Shares to 12,950,000 Shares (the “Amendment”). The Amendment, if approved, will permit the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Company’s shareholders. As of June 30, 2024, approximately 5,406,100 Shares remained available for future grants of awards under the 2022 Plan (with each Share underlying a “full-value” award counting as 2.00 Shares against such number of Shares available for future grants of awards under the 2022 Plan).

The 2022 Plan is designed to attract, retain and motivate qualified employees, directors, consultants and other service providers in order to achieve our long-term growth and profitability objectives, provide competitive levels of remuneration, recognize individual initiatives and achievements, link compensation to corporate performance and align the interests of our service providers with the interests of our shareholders. The grants under the 2022 Plan are designed to promote the convergence of long-term interests between our key employees and other service providers and our shareholders.

Our Board believes that approval of the Amendment is necessary to allow us to continue to utilize equity-based compensation awards to retain and attract the services of qualified key individuals essential to our growth and success. Our employees are our most valuable asset and such awards are crucial to our ability to motivate individuals in our service to achieve our goals. Additionally, the Amendment enables participants to share in our future success. In furtherance of these objectives, the Board has approved the Amendment, subject to approval by the shareholders at the Annual Meeting.

If this proposal is approved by our shareholders at the Annual Meeting, the Amendment will become immediately effective as of the date of the Annual Meeting and the Board intends to cause the incremental Shares that will become available for issuance under the 2022 Plan to be registered on a Form S-8 Registration Statement, to be filed with the SEC at the Company’s expense as soon as reasonably practicable after shareholder approval and prior to the grant of any awards with respect to such incremental Shares. If our shareholders do not approve the Amendment, the 2022 Plan will continue to remain in effect according to its terms, and we may continue to make awards (subject to the remaining Share reserve) under the 2022 Plan.

In reaching our conclusion as to the appropriateness of the proposal to adopt the Amendment, we reviewed key metrics that are typically used to evaluate such proposals as well as the currently anticipated share needs of the Company and the potential dilutive effect of the proposed increase. One such metric many investors use is a calculation that quantifies how quickly a company uses equity awards and is commonly referred to as the “burn rate.” Our burn rate, calculated as the total number of Shares issuable under stock options and RSUs we have granted plus the total number of Shares issued under PSUs earned as a percentage of our

64 HAIN CELESTIAL 2024 Proxy Statement

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annual basic weighted average Shares outstanding, has been on average 1.43% over the last three completed fiscal years. The table below shows detailed information regarding our burn rate over the last three completed fiscal years.

Reflects the number of Shares issuable under awards granted without counting each Share issuable under awards granted under the 2022 Plan as 2.00 Shares. Does not reflect subsequent forfeitures, cancellations or terminations of awards.

Shares issuable under PSUs granted were 619,150, 428,812, and 249,293 for fiscal year 2024, fiscal year 2023 and fiscal year 2022, respectively. These figures reflect the number of Shares issuable under PSUs granted assuming target level performance achievement and without counting each Share issuable under PSUs granted under the 2022 Plan as 2.00 Shares. Does not reflect subsequent forfeitures, cancellations or terminations of PSUs.

The following table summarizes all of our outstanding equity awards as of June 30, 2024 and the proposed Shares that would be available under the 2022 Plan if the Amendment is approved by shareholders. Outstanding performance-based vesting awards included in the table below are reflected based on assumed target level performance achievement.

Includes 1,315,583 RSUs and 849,041 PSUs at target level performance achievement. The maximum number of Shares issuable under the PSUs outstanding as of June 30, 2024 was 1,698,082 Shares.

Each full-value award granted under the 2022 Plan is counted as 2.00 Shares against the 2022 Plan Share reserve. There are currently 5,406,100 Shares available under the 2022 Plan as of June 30, 2024, representing 6.02% of the total number of Shares issued and outstanding.