1 unchanged sentence
Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
−Removed: 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).
−Removed: Amended and Restated By-Laws
−Removed: 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.
−Removed: 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.
−Removed: 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.
−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: During the three months ended March 31, 2025, 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: Third Amendment to Fourth Amended and Restated Credit Agreement
+Added: On May 5, 2025, the Company entered into the Third Amendment (the “Third Amendment”) to its Fourth Amended and Restated Credit Agreement, dated December 22, 2021 (as amended, the “Credit Agreement”), by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent.
+Added: Pursuant to the Third Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 4.75:1.00 for the quarter ending June 30, 2025 through (and including) the quarter ending March 31, 2026, 4.50:1.00 for the quarter ending June 30, 2026, and 4.25:1.00 for the quarter ending September 30, 2026 and thereafter.
+Added: Following the Third Amendment, loans under the Credit Agreement will bear interest at (a) the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10% plus 3.0% per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 2.0% per annum.
+Added: The Third Amendment also reduced the size of the revolving credit facility under the Credit Agreement from $800 million to $700 million in the aggregate, with the U.S.
+Added: revolving credit facility reduced from $440 million to $385 million and the global revolving credit facility reduced from $360 million to $315 million.
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.
−Removed: The Hain Celestial Group, Inc.
−Removed: Amended and Restated By-Laws, marked to show amendments effective February 7, 2025.
+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 December 31, 2024, filed with the SEC on February 10, 2025).
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 to 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 Current Report on Form 8-K filed with the SEC on November 5, 2024).
−Removed: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP.
−Removed: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Relative Total Shareholder Return).
−Removed: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Adjusted EBITDA Margin).
−Removed: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Unlevered Free Cash Flow).
−Removed: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
−Removed: 2022 Long Term Incentive and Stock Award Plan – Non-Employee Director Awards.
−Removed: Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
+Added: Certification of Interim Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
−Removed: Certification by Chief Executive Officer pursuant to 18 U.S.C.
+Added: Certification by Interim Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
THE HAIN CELESTIAL GROUP, INC.
−Removed: February 10, 2025
−Removed: President and Chief Executive Officer
+Added: /s/ Alison E.
+Added: Interim President and Chief Executive Officer
(Principal Executive Officer)
−Removed: February 10, 2025
Chief Financial Officer
(Principal Financial Officer)
−Removed: 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.