1 unchanged sentence
Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
−Removed: During the three months ended September 30, 2024, 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).
+Added: During the three months ended December 31, 2024, 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).
+Added: Amended and Restated By-Laws
+Added: On February 7, 2025, the Board of Directors of the Company approved an amendment and restatement of the Company’s By-Laws (as amended and restated, the “By-Laws”), effective February 7, 2025.
+Added: The amendments primarily provide that the Company will, within 14 days of receipt of a director nomination notice from a shareholder, notify the shareholder of (1) any deficiencies in the notice, and (2) any additional information required from the proposed director nominee for the Company to determine eligibility to serve and/or independence.
+Added: The By-Laws were also amended to provide that the Board will make determinations regarding whether nominations to the Board comply with the By-Laws.
+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.
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).
The Hain Celestial Group, Inc.
−Removed: 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).
+Added: Amended and Restated By-Laws.
+Added: The Hain Celestial Group, Inc.
+Added: Amended and Restated By-Laws, marked to show amendments effective February 7, 2025.
Specimen of common stock certificate (incorporated by reference to Exhibit 4.1 of Amendment No.
2 unchanged sentences
2022 Long Term Incentive and Stock Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024).
+Added: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP.
+Added: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Relative Total Shareholder Return).
+Added: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Adjusted EBITDA Margin).
+Added: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Unlevered Free Cash Flow).
+Added: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – Non-Employee Director Awards.
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: November 7, 2024
+Added: February 10, 2025
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: November 7, 2024
+Added: February 10, 2025
Chief Financial Officer
(Principal Financial Officer)
−Removed: November 7, 2024
+Added: February 10, 2025
/s/ Michael J.
3 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.