5 unchanged sentences
shares purchased
−Removed: announced plans
+Added: announced plans (d)
number of shares
2 unchanged sentences
the plans (in millions of dollars) (2)
−Removed: July 1, 2021 - July 31, 2021 1,366,202 $ 39.69 1,366,202 $ 28.2
−Removed: August 1, 2021 - August 31, 2021 915,378 38.22 891,346 $ 294.2
−Removed: September 1, 2021 - September 30, 2021 2,272,554 38.53 2,267,949 $ 206.8
+Added: October 1, 2021 - October 31, 2021 — $ — — $ 206.8
+Added: November 1, 2021 - November 30, 2021 2,341,207 45.22 1,700,000 $ 130.3
+Added: December 1, 2021 - December 31, 2021 340,103 40.64 327,365 $ 117.0
Total 2,681,310 $ 44.64 2,027,365
1 unchanged sentence
See (2) below for further details.
−Removed: (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: (2) In June 2017 and August 2021, the Company’s Board of Directors authorized the repurchase of up to $250 million and $300 million, respectively, of the Company’s issued and outstanding common stock.
Share repurchases under the 2021 authorization commenced in August 2021, after the 2017 authorization was fully utilized.
1 unchanged sentence
The authorization does not have a stated expiration date.
−Removed: 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.
−Removed: As of September 30, 2021, the Company had $206.8 million of remaining authorization under the share repurchase program.
+Added: In November 2021, the Company entered into a share repurchase agreement with affiliates of Engaged Capital, LLC (collectively, the “Selling Stockholders”), pursuant to which the Company repurchased 1.7 million shares directly from the Selling Stockholders at a price of $45.00 per share.
+Added: During the three months ended December 31, 2021, the Company repurchased 2.0 million shares under the repurchase program, inclusive of the shares repurchased from the Selling Stockholders, for a total of $89.8 million, excluding commissions, at an average price of $44.31 per share.
+Added: As of December 31, 2021, the Company had $117.0 million of remaining authorization under the share repurchase program.
+Added: In January 2022, the Company's Board of Directors authorized the repurchase of up to an additional $200 million of shares, which will commence after the 2021 authorization is fully utilized.
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).
2 unchanged sentences
1 to the Company’s Registration Statement on Form S-4 filed with the SEC on April 24, 2000).
−Removed: 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.
+Added: Share Repurchase Agreement, dated November 9, 2021, by and among the Company, Engaged Capital Co-Invest VI, LP, Engaged Capital Co-Invest VI-B, LP, Engaged Capital Co-Invest VI-C, LP, Engaged Capital Co-Invest VI-D, LP and Engaged Capital Co-Invest VI-E, LP (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2021).
+Added: Fourth Amended and Restated Credit Agreement, dated December 22, 2021, by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2021).
+Added: Amended and Restated Security and Pledge Agreement, dated December 22, 2021, by and among the Company, certain wholly-owned subsidiaries of the Company party thereto from time to time, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2021).
+Added: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: Amended and Restated 2002 Long Term Incentive and Stock Award Plan – Non-Employee Director Awards.
+Added: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2022-2024 LTIP.
+Added: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2022-2024 LTIP (Absolute Total Shareholder Return).
+Added: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2022-2024 LTIP (Relative Total Shareholder Return).
+Added: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: Amended and Restated 2002 Long Term Incentive and Stock Award Plan – Special Recognition Awards.
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: November 9, 2021 /s/ Mark L.
+Added: February 3, 2022 /s/ Mark L.
President and
Chief Executive Officer
−Removed: November 9, 2021 /s/ Javier H.
+Added: February 3, 2022 /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.