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):  August 23, 2017

 


 

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

 


 

Commission File Number:  001-14669

 

Bermuda

 

74-2692550

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

CLARENDON HOUSE

2 CHURCH STREET

HAMILTON, BERMUDA

(Business address of registrant)

 

ONE HELEN OF TROY PLAZA

EL PASO, TEXAS 79912

(United States mailing address of registrant and zip code)

 

915-225-8000

(Registrant’s telephone number, including area code)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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

 

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

 

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

 

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 o

 

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.       o

 

 

 



 

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

 

On August 23, 2017, the Company held its Annual Meeting. The following proposals were submitted to a vote of the shareholders of the Company at the Annual Meeting:

 

1.                                      The election of the eight nominees to the Company’s Board of Directors.

 

2.                                      An advisory vote on the Company’s executive compensation.

 

3.                                      An advisory vote on the frequency of conducting the vote on executive compensation.

 

4.                                      Ratification of the appointment of Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm and the authorization of the Company’s Audit Committee of the Board of Directors to set the auditor’s remuneration.

 

Board of Director Election Results

 

The Company’s eight nominees for director were each elected to serve a one-year term. The votes for each director were as follows:

 

Name:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

Julien R. Mininberg

 

24,287,435

 

64,539

 

11,417

 

1,753,892

 

Timothy F. Meeker

 

24,216,929

 

135,386

 

11,076

 

1,753,892

 

Gary B. Abromovitz

 

24,208,730

 

143,708

 

10,953

 

1,753,892

 

Thurman K. Case

 

24,310,922

 

40,710

 

11,759

 

1,753,892

 

Krista Berry

 

24,313,741

 

38,065

 

11,585

 

1,753,892

 

Beryl B. Raff

 

24,312,812

 

39,594

 

10,985

 

1,753,892

 

William F. Susetka

 

24,288,450

 

63,624

 

11,317

 

1,753,892

 

Darren G. Woody

 

24,215,463

 

136,643

 

11,285

 

1,753,892

 

 

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

 

The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved, having received the following votes:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

24,141,530

 

200,244

 

21,617

 

1,753,892

 

 

Advisory Vote on the Frequency of the Non-Binding Advisory Votes on Compensation of our Named Executive Officers

 

The shareholders of the Company voted on a non-binding advisory basis to hold the vote on compensation of our named executive officers on an annual basis. The votes were cast as follows:

 

Votes for 1 year

 

Votes for 2 years

 

Votes for 3 years

 

Votes Abstain

 

19,599,557

 

14,848

 

4,718,759

 

30,227

 

 

Ratification of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm

 

The proposal to ratify the appointment of Grant Thornton LLP to serve as the Company’s auditor and independent registered public accounting firm and to authorize the Company’s Audit Committee of the Board of Directors to set the auditor’s remuneration was approved. The votes were cast as follows:

 

For

 

Against

 

Abstain

 

25,955,515

 

141,260

 

20,508

 

 

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Signatures

 

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

 

 

 

HELEN OF TROY LIMITED

 

 

 

 

Date: August 28, 2017

/s/ Brian L. Grass

 

Brian L. Grass

 

Chief Financial Officer

 

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