8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
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 19, 2013
 
 
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
0-22818
 
22-3240619
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
1111 Marcus Avenue, Lake Success, New York 11042
(Address of principal executive offices)
Registrant’s telephone number, including area code: (516) 587-5000
Not Applicable
(Former name or former address, if changed since last report)
 
 
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))
 
 
 









 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders on November 19, 2013 (the “Annual Meeting”), the stockholders of The Hain Celestial Group, Inc. (the “Company”) approved the amendment to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the “2002 Plan”), which was recommended to the Board of Directors (the “Board”) by the Compensation Committee (the “Committee”) and approved by the Board on October 9, 2013, subject to approval by the stockholders.
The 2002 Plan was amended to:

•
increase the maximum number of shares authorized for issuance under the 2002 Plan by 2,000,000 shares, to a total of 14,000,000 shares;
•
limit the number of shares that can be granted to a non-employee director in a calendar year to 7,500;
•
prohibit shares that are repurchased on the open market with proceeds from an exercise of stock options from being made available for issuance from the 2002 Plan;
•
prohibit the granting of dividend equivalents on options to purchase stock and stock appreciation rights; and
•
approve the material terms of performance goals under the 2002 Plan for purposes of deductibility under Section 162(m) of the Internal Revenue Code (the “Code”).
The purpose of the 2002 Plan is to advance the interests of the Company and its stockholders by providing a means to attract, retain, and motivate employees, consultants and directors, upon whose judgment, initiative and efforts the continued success, growth and development of the Company is dependent.
Under the 2002 Plan, the grants of awards will be made by those directors who are non-employee directors within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended and outside directors within the meaning of Section 162(m) of the Code, provided that the Committee shall have the authority to grant awards on a quarterly basis to new hires. The awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted share units, performance shares, performance units and dividend equivalents.
The 2002 Plan may be amended, suspended or terminated by the Board at any time, in whole or in part. The Board may seek the approval of any amendment or modification by the Company’s stockholders to the extent it deems necessary or advisable in its discretion for purposes of compliance with Section 162(m) or Section 422 of the Code, the listing requirements of the applicable exchange or securities market or for any other purpose. The 2002 Plan is effective as of November 19, 2013. Unless earlier terminated, the 2002 Plan will terminate as to future awards on November 19, 2023.
The foregoing does not constitute a complete summary of the terms of the 2002 Plan, and reference is made to the complete text of the 2002 Plan, which is attached hereto as Exhibit 10.1 and incorporated by reference.
  

 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company submitted the following matters to a vote of security holders:

 
1.
To elect the director nominees set forth in the proxy statement filed with respect to the Annual Meeting (the “Proxy Statement”) to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified;
 
 
2.
To approve, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended June 30, 2013, as set forth in the Proxy Statement;
  




 
3.
To approve the amendment of the Amended and Restated 2002 Long Term Incentive and Stock Award Plan; and
 
 
4.
To ratify the appointment of Ernst & Young LLP as the Company’s registered independent accountants for the fiscal year ending June 30, 2014
Proposal No. 1 - Election of Directors:
The Company’s stockholders elected the persons named below, the Company’s nominees, as directors of the Company, with the following vote:
 
Name:
  
For
 
  
Withheld
 
  
Abstain
  
Broker Non-Votes
Irwin D. Simon
  
 
36,527,846

  
  
 
1,298,613

  
  
—
  
4,877,357

Richard C. Berke
  
 
34,822,013

  
  
 
3,004,446

  
  
—
  
4,877,357

Jack Futterman
  
 
34,746,728

  
  
 
3,079,731

  
  
—
  
4,877,357

Marina Hahn
  
 
37,433,730

  
  
 
392,729

  
  
—
  
4,877,357

Andrew R. Heyer
  
 
37,567,550

  
  
 
258,909

  
  
—
  
4,877,357

Roger Meltzer
  
 
25,565,817

  
  
 
12,260,642

  
  
—
  
4,877,357

Scott M. O’Neil
  
 
36,462,118

  
  
 
1,364,341

  
  
—
  
4,877,357

Lawrence S. Zilavy
  
 
37,426,258

  
  
 
400,201

  
  
—
  
4,877,357

Proposal No. 2 - Advisory Vote regarding the Compensation of the Company’s Named Executive Officers:
The Company’s stockholders approved, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended June 30, 2013 as set forth in the Proxy Statement with the following vote:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
21,891,173
  
15,290,815
  
644,471
  
4,877,357
Proposal No. 3 - Approval of the Amendment of the Amended and Restated 2002 Long Term Incentive and Stock Award Plan:
The Company’s stockholders approved the amendment of the Amended and Restated 2002 Long Term Incentive and Stock Award Plan with the following vote:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
31,620,295
 
6,110,728
  
95,436
  
4,877,357
Proposal No. 4 - Ratification of Appointment of Registered Independent Accountants
The Company’s stockholders ratified the appointment of Ernst & Young LLP with the following vote:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
41,974,343
  
569,070
  
160,403
  
—





Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
  
Description
 
 
 
 
10.1
  
The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan





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 22, 2013
 
THE HAIN CELESTIAL GROUP, INC.
(Registrant)

By:     /s/ Stephen J. Smith
Name:    Stephen J. Smith
Title:    Executive Vice President and Chief Financial Officer