HAIN CELESTIAL GROUP INC
For the period ended Dec 31, 2024. Filed Feb 10, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2024 · Filed Feb 10, 2025
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted, terminated ormodified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
Amended and Restated By-Laws
On February 7, 2025, the Board of Directors of the Company approved an amendment and restatement of the Company’s By-Laws (as amended and restated, the “By-Laws”), effective February 7, 2025. The amendments primarily provide that the Company will, within 14 days of receipt of a director nomination notice from a shareholder, notify the shareholder of (1) any deficiencies in the notice, and (2) any additional information required from the proposed director nominee for the Company to determine eligibility to serve and/or independence. The By-Laws were also amended to provide that the Board will make determinations regarding whether nominations to the Board comply with the By-Laws.
The foregoing description is qualified in its entirety by reference to the By-Laws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.
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