Other Information
−Removed: Effective February 6, 2023, the Company’s Board of Directors approved the elimination of the position of Executive Vice President and Chief Operating Officer as part of a management restructure of the Company’s executive leadership team.
−Removed: Accordingly, David J.
−Removed: Karch, the Company’s current Executive Vice President and Chief Operating Officer, left the Company effective February 6, 2023.
−Removed: Karch’s responsibilities will be assumed by other members of the Company’s executive leadership team.
−Removed: Karch is entitled to receive the cash severance that is payable under the terms of his Amended and Restated Letter of Employment, dated March 18, 2021, upon a termination of his employment by the Company without cause, subject to his execution of a separation agreement and release of claims.
−Removed: Additionally, a prorated portion of Mr.
−Removed: Karch’s November 2021 award of 52,109 special recognition restricted share units vested on February 6, 2023 in accordance with the terms of that award for a termination of employment by the Company without cause.
+Added: Amended and Restated By-Laws
+Added: On May 8, 2023, the Board of Directors (the “Board”) of the Company approved an amendment and restatement of the Company’s By-Laws (as amended and restated, the “By-Laws”), effective May 8, 2023, as set forth below.
+Added: Advance Notice Amendment
+Added: The By-Laws were primarily amended to establish informational, timing and procedural requirements for stockholders intending to submit a proposal or director nomination at either an annual or special meeting of stockholders, including:
+Added: • for a stockholder to properly bring a nomination or other business before an annual meeting of stockholders, the stockholder must generally provide notice to the Company’s Secretary not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting of stockholders;
+Added: • the stockholder’s notice must provide certain information or other documentation about the stockholder and, if applicable, specified information related to the stockholder’s director nominee or to the other business brought by the stockholder;
+Added: • in light of the adoption of Rule 14a-19 of the Securities Exchange Act of 1934, as amended, to provide for universal proxies, the By-Laws require stockholders relying on the universal proxy rule to make certain representations to the Company, certify compliance with the universal proxy rule and submit director nominee questionnaires to the Company’s Secretary.
+Added: Administrative Amendments
+Added: The By-Laws were also amended to incorporate certain administrative amendments, including to (i) conform the Company’s meeting notice provision with the applicable Delaware statute, (ii) incorporate a new Delaware law provision related to notices of adjournments, including with respect to remote meetings of stockholders, and (iii) remove the requirement that the Company provide a list of stockholders at stockholder meetings in line with Delaware law updates.
+Added: Moreover, the By-Laws provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white, which color is reserved for the exclusive use by the Board.
+Added: The foregoing description is qualified in its entirety by reference to the By-Laws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.
3.1 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).
−Removed: 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).
+Added: 3.2 Amended and Restated By-Laws.
+Added: 3.3 Amended and Restated By-Laws, marked to show amendments effective as of May 8, 2023.
4.1 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).
−Removed: First Amendment, dated December 16, 2022, to the 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 21, 2022).
−Removed: The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 (Commission File No.
−Removed: 333-268439) filed with the Securities and Exchange Commission on November 17, 2022).
−Removed: Employment Agreement, dated as of November 22, 2022, by and between The Hain Celestial Group, Inc.
−Removed: and Wendy Davidson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 28, 2022).
−Removed: Separation Agreement, dated December 31, 2022, between the Company and Mark L.
+Added: 10.1* Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – Wendy P.
+Added: Davidson (2023-2025 LTIP).
+Added: 10.2* Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – Wendy P.
+Added: Davidson (2023-2025 LTIP;
+Added: Relative Total Shareholder Return).
+Added: 10.3* Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – Wendy P.
+Added: Davidson (2023-2025 LTIP;
+Added: Absolute Total Shareholder Return).
+Added: 10.4* Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – Wendy P.
+Added: Davidson (Make-Whole RSU Award).
+Added: 10.5* Separation Agreement, dated as of February 6, 2023, between the Company and David J.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
16 unchanged sentences
THE HAIN CELESTIAL GROUP, INC.
−Removed: February 7, 2023 /s/ Wendy P.
+Added: May 9, 2023 /s/ Wendy P.
President and
Chief Executive Officer
−Removed: February 7, 2023 /s/ Christopher J.
+Added: May 9, 2023 /s/ Christopher J.
Christopher J.
1 unchanged sentence
Chief Financial Officer
−Removed: (Principal Financial Officer and
+Added: (Principal Financial Officer)
+Added: May 9, 2023 /s/ Michael J.
+Added: Senior Vice President and
+Added: Chief Accounting Officer
(Principal 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.