0001104659-18-053673.txt : 20180827 0001104659-18-053673.hdr.sgml : 20180827 20180827113624 ACCESSION NUMBER: 0001104659-18-053673 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180822 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180827 DATE AS OF CHANGE: 20180827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELEN OF TROY LTD CENTRAL INDEX KEY: 0000916789 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 742692550 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14669 FILM NUMBER: 181038425 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 915-225-8000 MAIL ADDRESS: STREET 1: ONE HELEN OF TROY PLAZA CITY: EL PASO STATE: TX ZIP: 79912 8-K 1 a18-21224_18k.htm 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 22, 2018

 

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 of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

CLARENDON HOUSE

2 CHURCH STREET

HAMILTON, BERMUDA

(Business address of registrant)

 

ONE HELEN OF TROY PLAZA

EL PASO, TEXAS 79912

(United States mailing address of registrant and zip code)

 

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:

 

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

 

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

 

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

 

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

 

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      o

 

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.       o

 

 

 


 

Item 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Helen of Troy Limited 2018 Stock Incentive Plan

 

On August 22, 2018, at the annual general meeting of the shareholders (the “Annual Meeting”) of Helen of Troy Limited (the “Company”), the shareholders approved the Helen of Troy Limited 2018 Stock Incentive Plan (the “2018 Stock Plan”). A description of the material terms and conditions of the 2018 Stock Plan is included in “Proposal 3: Approval of the Helen of Troy Limited 2018 Stock Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on June 28, 2018 (the “Proxy Statement”) and is incorporated herein by reference. The 2018 Stock Plan is attached as Annex B to the Proxy Statement.

 

Helen of Troy Limited 2018 Employee Stock Purchase Plan

 

At the Annual Meeting, the shareholders also approved the Helen of Troy Limited 2018 Employee Stock Purchase Plan (the “2018 ESPP”). A description of the material terms and conditions of the 2018 ESPP is included in “Proposal 4: Approval of the Helen of Troy Limited 2018 Employee Stock Purchase Plan” of the Proxy Statement and is incorporated herein by reference. The 2018 ESPP is attached as Annex C to the Proxy Statement.

 

Retirement of Chief Legal Officer

 

As previously disclosed, Vincent D. Carson, Chief Legal Officer and Secretary of the Company, announced his retirement from the management of the Company effective as of the Annual Meeting. As of the Annual Meeting, Mr. Carson retired from his positions as Chief Legal Officer and Secretary of the Company.

 

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

 

On August 22, 2018, 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 nine nominees to the Company’s Board of Directors.

 

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

 

3.              The vote for the 2018 Stock Plan.

 

4.              The vote for the 2018 ESPP.

 

5.              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 nine 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

 

Julien R. Mininberg

 

23,934,638

 

115,666

 

2,981

 

1,359,995

 

Gary B. Abromovitz

 

23,855,747

 

193,889

 

3,649

 

1,359,995

 

Krista L. Berry

 

23,978,107

 

65,074

 

10,104

 

1,359,995

 

Vincent D. Carson

 

23,947,588

 

102,722

 

2,975

 

1,359,995

 

Thurman K. Case

 

23,976,773

 

65,611

 

10,901

 

1,359,995

 

Timothy F. Meeker

 

23,876,366

 

173,374

 

3,545

 

1,359,995

 

Beryl B. Raff

 

23,973,202

 

76,521

 

3,562

 

1,359,995

 

William F. Susetka

 

23,952,756

 

96,590

 

3,939

 

1,359,995

 

Darren G. Woody

 

23,876,014

 

174,120

 

3,151

 

1,359,995

 

 

2


 

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

 

23,683,826

 

211,592

 

157,867

 

1,359,995

 

 

Vote for the 2018 Stock Plan

 

The proposal to approve the 2018 Stock Plan was approved, having received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

23,228,385

 

732,586

 

92,314

 

1,359,995

 

 

Vote for the 2018 ESPP

 

The proposal to approve the 2018 ESPP was approved, having received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

23,918,417

 

101,430

 

33,438

 

1,359,995

 

 

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

 

25,249,802

 

147,601

 

15,877

 

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit
Number

 

Description

10.1

 

Helen of Troy Limited 2018 Stock Incentive Plan (incorporated by reference to Annex B of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 28, 2018).

10.2

 

Helen of Troy Limited 2018 Employee Stock Purchase Plan (incorporated by reference to Annex C of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on June 28, 2018).

 

3


 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 27, 2018

/s/ Brian L. Grass

 

Brian L. Grass

 

Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

 

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