What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2020-05-07 compared with 2020-02-06 · 40 added, 6 removed, 14 unchanged (77% of the section changed)

2 unchanged sentences

The table below sets forth information regarding repurchases by the Company of its common stock during the periods indicated.

purchased (1)

purchased (1) (b)

Total number of

5 unchanged sentences

the plans (in millions of dollars) (2)

October 1, 2019 - October 31, 2019 1,921 $ 20.85 — 250

November 1, 2019 - November 30, 2019 16,375 24.33 — 250

December 1, 2019 - December 31, 2019 8,991 25.95 — 250

January 1, 2020 - January 31, 2020 14,519 $ 24.96 — $ 250.0

February 1, 2020 - February 29, 2020 5,057 26.02 — $ 250.0

March 1, 2020 - March 31, 2020 2,439,677 23.52 2,438,518 $ 192.6

Total 2,459,253 $ 23.54

(1) Shares surrendered for payment of employee payroll taxes due on shares issued under stock-based compensation plans.

(1) Includes shares surrendered for payment of employee payroll taxes due on shares issued under stock-based compensation plans and shares repurchased under share repurchase programs approved by the Board of Directors.

See (2) below for further details.

(2) On June 21, 2017, the Company’s Board of Directors authorized the repurchase of up to $250 million of the Company’s issued and outstanding common stock.

1 unchanged sentence

The authorization does not have a stated expiration date.

As of December 31, 2019, the Company had not repurchased any shares under this program and had $250 million of remaining capacity under the share repurchase program.

During the three and nine months ended March 31, 2020, the Company repurchased 2,439 shares pursuant to the repurchase program for a total of $57.4 million, excluding commissions, at an average price of $23.52 per share.

As of March 31, 2020, the Company had $192.6 million of remaining authorization under the share repurchase program.

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Amendment No.

1 to the Company’s Registration Statement on Form S-4 filed with the SEC on April 24, 2000).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2(b) of the Company’s Current Report on Form 8-K filed with the SEC on November 26, 2014).

Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2018).

Specimen of common stock certificate (incorporated by reference to Exhibit 4.1 of Amendment No.

1 to the Company’s Registration Statement on Form S-4 filed with the SEC on April 24, 2000).

Form of Indemnification Agreement.

Separation Agreement, dated as of February 7, 2020, between the Company and Kevin McGahren.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

Certification by Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification by Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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 thereunto duly authorized.

THE HAIN CELESTIAL GROUP, INC.

May 7, 2020 /s/ Mark L.

President and

Chief Executive Officer

May 7, 2020 /s/ Javier H.

Executive Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities