8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)  August 25, 2021

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

Commission File Number:  001-14669

Bermuda	74-2692550
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

Clarendon House

2 Church Street

Hamilton, Bermuda

(Address of principal executive offices)

One Helen Of Troy Plaza

El Paso, Texas 79912

(Registrant's United States mailing address)

915-225-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.10 par value per share	HELE	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

    On August 25, 2021, Helen of Troy Limited, a Bermuda company (the “Company”) held its Annual Meeting. The following proposals were submitted to a vote of the shareholders of the Company at the Annual Meeting:

1.            The election of the eight nominees to the Company’s Board of Directors.

2.            An advisory vote on the Company’s executive compensation.

3.            Ratification of the appointment of Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm and the authorization of the Company’s Audit Committee of the Board of Directors to set the auditor’s remuneration.

Board of Director Election Results

The Company’s eight nominees for director were each elected to serve a one-year term.  The votes for each director were as follows: 

Name:	For	Against	Abstain	Broker Non-Votes
Gary B. Abromovitz	20,655,904	856,559	36,578	991,643
Krista L. Berry	21,393,571	119,671	35,799	991,643
Vincent D. Carson	21,306,694	206,326	36,021	991,643
Thurman K. Case	21,392,798	120,334	35,909	991,643
Timothy F. Meeker	20,334,538	1,177,557	36,946	991,643
Julien R. Mininberg	21,282,807	230,455	35,779	991,643
Beryl B. Raff	21,438,717	74,467	35,857	991,643
Darren G. Woody	20,733,193	779,587	36,261	991,643

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved, having received the following votes: 

For	Against	Abstain	Broker Non-Votes
21,205,889	174,377	168,775	991,643

Ratification of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Grant Thornton LLP to serve as the Company’s auditor and independent registered public accounting firm and to authorize the Company’s Audit Committee of the Board of Directors to set the auditor’s remuneration was approved. The votes were cast as follows: 

For	Against	Abstain
22,421,424	88,611	30,649

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HELEN OF TROY LIMITED
Date: August 26, 2021	/s/ Brian L. Grass
	Brian L. Grass
	Chief Financial Officer,  Principal Financial Officer and Principal Accounting Officer

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XML

Cover page	Aug. 25, 2021
Entity Addresses [Line Items]
Document Type	8-K
Document Period End Date	Aug. 25, 2021
Entity Registrant Name	HELEN OF TROY LIMITED
Entity File Number	001-14669
Entity Incorporation, State or Country Code	D0
Entity Tax Identification Number	74-2692550
Entity Address, Address Line One	One Helen Of Troy Plaza
Entity Address, City or Town	El Paso
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	79912
City Area Code	915
Local Phone Number	225-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $0.10 par value per share
Trading Symbol	HELE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000916789
Amendment Flag	false
Other Address
Entity Addresses [Line Items]
Entity Address, Address Line One	Clarendon House
Entity Address, Address Line Two	2 Church Street
Entity Address, City or Town	Hamilton
Entity Address, Country	BM