Other Information
−Removed: Amended and Restated By-Laws
−Removed: 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.
−Removed: Advance Notice Amendment
−Removed: 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:
−Removed: • 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;
−Removed: • 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;
−Removed: • 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.
−Removed: Administrative Amendments
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
+Added: During the three months ended September 30, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
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: 3.2 Amended and Restated By-Laws.
−Removed: 3.3 Amended and Restated By-Laws, marked to show amendments effective as of May 8, 2023.
+Added: 3.2 The Hain Celestial Group, Inc.
+Added: Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 9, 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: 10.1* Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – Wendy P.
−Removed: Davidson (2023-2025 LTIP).
−Removed: 10.2* Performance Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – Wendy P.
−Removed: Davidson (2023-2025 LTIP;
−Removed: Relative Total Shareholder Return).
−Removed: 10.3* Performance Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – Wendy P.
−Removed: Davidson (2023-2025 LTIP;
−Removed: Absolute Total Shareholder Return).
−Removed: 10.4* Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – Wendy P.
−Removed: Davidson (Make-Whole RSU Award).
−Removed: 10.5* Separation Agreement, dated as of February 6, 2023, between the Company and David J.
+Added: 10.1 Second Amendment, dated August 22, 2023, 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.
+Added: 10.2 Offer Letter, dated August 23, 2023, between the Company and Lee A.
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.
11 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: *Indicates management contract or compensatory plan or arrangement.
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.
2 unchanged sentences
THE HAIN CELESTIAL GROUP, INC.
−Removed: May 9, 2023 /s/ Wendy P.
−Removed: President and
−Removed: Chief Executive Officer
−Removed: May 9, 2023 /s/ Christopher J.
−Removed: Christopher J.
+Added: November 7, 2023 /s/ Wendy P.
+Added: President and Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: November 7, 2023 /s/ Lee A.
Executive Vice President and
1 unchanged sentence
(Principal Financial Officer)
−Removed: May 9, 2023 /s/ Michael J.
+Added: November 7, 2023 /s/ Michael J.
Senior 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.