3 unchanged sentences
purchased (1) (b)
−Removed: Per Share (c)
Total number of
shares purchased
−Removed: Announced Plans (d)
+Added: announced plans
number of shares
2 unchanged sentences
the plans (in millions of dollars) (2)
−Removed: January 1, 2021 - January 31, 2021 40,975 $ 39.90 — $ 118.1
−Removed: February 1, 2021 - February 28, 2021 13,764 42.24 5,283 $ 117.9
−Removed: March 1, 2021 - March 31, 2021 199,173 41.85 199,173 $ 109.5
+Added: July 1, 2021 - July 31, 2021 1,366,202 $ 39.69 1,366,202 $ 28.2
+Added: August 1, 2021 - August 31, 2021 915,378 38.22 891,346 $ 294.2
+Added: September 1, 2021 - September 30, 2021 2,272,554 38.53 2,267,949 $ 206.8
Total 4,554,134 $ 38.81 4,525,497
1 unchanged sentence
See (2) below for further details.
−Removed: (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.
+Added: (2) In June 2017 and August 2021, the Company’s Board of Directors authorized the repurchase of up to $250 million and $300 million of the Company’s issued and outstanding common stock, respectively.
+Added: Share repurchases under the 2021 authorization commenced in August 2021, after the 2017 authorization was fully utilized.
Repurchases may be made from time to time in the open market, pursuant to preset trading plans, in private transactions or otherwise.
The authorization does not have a stated expiration date.
−Removed: During the three months ended March 31, 2021, the Company repurchased 204 shares pursuant to the repurchase program for a total of $8.6 million, excluding commissions, at an average price of $41.86 per share.
−Removed: As of March 31, 2021, the Company had $109.5 million of remaining authorization under the share repurchase program.
−Removed: Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Amendment No.
−Removed: 1 to the Company’s Registration Statement on Form S-4 filed with the SEC on April 24, 2000).
−Removed: 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).
+Added: During the three months ended September 30, 2021, the Company repurchased 4,525 shares pursuant to the repurchase program for a total of $175.6 million, excluding commissions, at an average price of $38.80 per share.
+Added: As of September 30, 2021, the Company had $206.8 million of remaining authorization under the share repurchase program.
+Added: Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on August 26, 2021).
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).
1 unchanged sentence
1 to the Company’s Registration Statement on Form S-4 filed with the SEC on April 24, 2000).
+Added: Fifth Amendment to Third Amended and Restated Credit Agreement, dated September 17, 2021, by and among the Company, the Lenders party thereto and Bank of America, N.A., as administrative agent.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
15 unchanged sentences
THE HAIN CELESTIAL GROUP, INC.
−Removed: May 6, 2021 /s/ Mark L.
+Added: November 9, 2021 /s/ Mark L.
President and
Chief Executive Officer
−Removed: May 6, 2021 /s/ Javier H.
+Added: November 9, 2021 /s/ Javier H.
Executive Vice President and
2 unchanged sentences
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.