-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B/Z6CCvcLV7KWj5IiRUiN6xlYHB9jOwKMrT1cn04iDlU5MTueVBBaxxrc1hIDLtH uW9dqyHFKtlkQsq8MvfaJA== 0001181431-09-046267.txt : 20091002 0001181431-09-046267.hdr.sgml : 20091002 20091002135331 ACCESSION NUMBER: 0001181431-09-046267 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081202 FILED AS OF DATE: 20091002 DATE AS OF CHANGE: 20091002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Anthes Mary Celeste CENTRAL INDEX KEY: 0001470478 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22818 FILM NUMBER: 091101564 MAIL ADDRESS: STREET 1: C/O THE HAIN CELESTIAL GROUP, INC. STREET 2: 58 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HAIN CELESTIAL GROUP INC CENTRAL INDEX KEY: 0000910406 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 223240619 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 58 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6317302200 MAIL ADDRESS: STREET 1: 58 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: HAIN FOOD GROUP INC DATE OF NAME CHANGE: 19941219 FORMER COMPANY: FORMER CONFORMED NAME: KINERET ACQUISITION CORP DATE OF NAME CHANGE: 19931021 FORMER COMPANY: FORMER CONFORMED NAME: 21ST CENTURY FOOD PRODUCTS CORP DATE OF NAME CHANGE: 19930830 3 1 rrd253790.xml MCA FORM 3 X0203 3 2008-12-02 0 0000910406 HAIN CELESTIAL GROUP INC HAIN 0001470478 Anthes Mary Celeste THE HAIN CELESTIAL GROUP, INC. 58 S. SERVICE RD. MELVILLE NY 11747 0 1 0 0 Senior Vice President Common Stock 10545 D Common Stock 5974 D Common Stock 300 D Stock Option (Right to Buy) 18.24 2005-06-27 2014-09-17 Common Stock 15000 D Represents a grant of restricted shares of the Issuer's Common Stock, which vest in three equal portions on March 11, 2010, 2011 and 2012. Upon each vesting event, shares will be withheld to pay taxes. Represents a grant of 7,000 restricted shares of the Issuer's Common Stock, which vest in three equal portions on April 1, 2009, 2010 and 2011. On April 1, 2009, 2,334 shares vested, of which 1,026 were withheld to pay taxes. Mary Celeste Anthes 2009-10-02 EX-99. 2 rrd227203_256617.htm POWER OF ATTORNEY rrd227203_256617.html



THE HAIN CELESTIAL GROUP, INC.

POWER OF ATTORNEY

               Know all by these presents, that the undersigned hereby constitutes and
appoints each of IRWIN D. SIMON, IRA J. LAMEL and DENISE M. FALTISCHEK,
and their assigns, the undersigned's true and lawful attorney-in-fact to:

               (1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of THE HAIN CELESTIAL GROUP, INC. (the
?Company?), Forms 3, 4 and 5 (or any analogous form), including amendments, in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;

               (2)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Forms 3, 4 and 5 (or any analogous form) and timely file such form with the United
States Securities and Exchange Commission and any stock exchange or similar authority;
and

               (3)  take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's discretion.

               The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

               This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 (or any analogous form) with
respect to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.





               IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 14th day of August, 2009.

/s/Mary Celeste Anthes
Signature

Mary Celeste Anthes     _
Print Name

____________________________________________________________________

INDIVIDUAL ACKNOWLEDGEMENT

STATE OF NEW YORK)
                                                : ss.:
COUNTY OF SUFFOLK)

               On this 14th day of August, 2009, before me personally appeared Mary
Celeste Anthes personally known to me to be the person that executed this instrument and
acknowledged to me that she executed the same.

               WITNESS my hand and official seal.

Signature ___/s/ Christine Kummer___________________ (Seal)


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