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Hain Celestial (HAIN)

Filed: 24 Nov 20, 7:00pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 24, 2020
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hain-20201124_g1.jpg
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
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Delaware0-2281822-3240619
(State or other jurisdiction
of incorporation)
(Commission File Number)(I.R.S. Employer Identification No.)
 
1111 Marcus Avenue, Lake Success, NY 11042
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (516) 587-5000
Former name or former address, if changed since last report: N/A
 
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareHAINNASDAQ Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨






Item 5.07Submission of Matters to a Vote of Security Holders.

On November 24, 2020, The Hain Celestial Group, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders. The matters voted upon and the voting results are set forth below.

Proposal No. 1 – Election of Directors

The following eight director nominees were elected to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, based upon the following vote:



For

Against

Abstain

Broker
Non-Votes
Richard A. Beck

84,085,496

476,650

108,456

5,489,784
Celeste A. Clark, Ph.D.

84,125,717

489,366

55,519

5,489,784
Dean Hollis

83,968,502

593,854

108,246

5,489,784
Shervin J. Korangy

83,623,353

937,998

109,251

5,489,784
Mark L. Schiller

84,306,263

256,326

108,013

5,489,784
Michael B. Sims

83,885,719

675,877

109,006

5,489,784
Glenn W. Welling

83,847,330

712,918

110,354

5,489,784
Dawn M. Zier

82,924,913

1,688,271

57,418

5,489,784

Proposal No. 2 – Advisory Vote to Approve Named Executive Officer Compensation

The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended June 30, 2020 was approved based upon the following vote:

For

Against

Abstain

Broker
Non-Votes
81,194,6853,234,867241,0505,489,784

Proposal No. 3 – Ratification of Appointment of Registered Independent Accountants

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s registered independent accountants for the fiscal year ending June 30, 2021 was approved based upon the following vote:

For

Against

Abstain

Broker
Non-Votes
87,160,6352,924,44475,3070





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2020

THE HAIN CELESTIAL GROUP, INC.
 
By: /s/ Kristy Meringolo
Name:Kristy Meringolo
Title:Senior Vice President, General Counsel, Corporate
Secretary and Chief Compliance Officer