Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12

HELEN OF TROY LIMITED

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11





WHY HELEN OF TROY

		Proven ability to acquire and integrate


	Powerful global brands; many market leaders	Global shared services infrastructure


	Consumer centric innovation	Talented management team


	Financial performance	Transformational strategy and culture

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER


						Dear Shareholders: It is my pleasure to invite you to the 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) of Helen of Troy Limited (the “Company”) and inform you that the Annual Meeting will be conducted online on Wednesday, August 24, 2022, starting at 11:00 a.m. Mountain Daylight Time. The Annual Meeting will be held in a virtual-only meeting format via live webcast at www. virtualshareholdermeeting. com/HELE2022. You will not be able to attend the Annual Meeting in person. Please review the instructions for virtual attendance included in the “Attending and Participating in The Virtual Annual Meeting” section of the accompanying Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or any remote location with Internet connectivity. You will need to provide your 16-digit control number that is on your Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) or on your proxy card if you receive materials by mail. Details regarding how to attend the Annual Meeting online, how to vote and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement. We continue to encourage you to help us reduce printing and mailing costs and conserve natural resources by submitting your proxy with voting instructions via the Internet. It is convenient and saves us significant postage and processing costs. You may also submit your proxy via telephone or by mail if you received paper copies of the proxy materials. Instructions regarding all three methods of voting are included in the Notice of Internet Availability, the proxy card and the Proxy Statement. At our Annual Meeting, we will vote on proposals (1) to elect the nine nominees to our Board of Directors (individually referred to as "Directors" and, collectively, the “Board”), (2) to provide advisory approval of the Company’s executive compensation, and (3) to appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2023 fiscal year and to authorize the Audit Committee of the Board to set the auditor’s remuneration, and transact such other business as may properly come before the Annual Meeting. The accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement contains information that you should consider when you vote your shares. For your convenience, you can appoint your proxy via touch-tone telephone or the Internet at: 1-800-690-6903 or WWW.PROXYVOTE.COM It is important that you vote your shares whether or not you plan to virtually attend the Annual Meeting. If you do not plan on attending the Annual Meeting, we urge each shareholder to promptly sign and return the enclosed proxy card or appoint your proxy by telephone or online so that your shares will be represented and voted at the Annual Meeting. If you plan to attend the Annual Meeting virtually, you may also vote online at that time. On behalf of the management team and the Board of the Company, we would like to extend a thank you to our associates for their outstanding efforts to support the Company this year and to you our shareholders for your continued support and confidence. Sincerely, Julien R. Mininberg Chief Executive Officer


2022 Proxy Statement			3

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Helen of Troy Limited
Clarendon House
2 Church Street
Hamilton, Bermuda

DATE AND TIME

LOCATION

WHO CAN VOTE

August 24, 2022 at 11:00 a.m., Mountain Daylight Time

Online only at www. virtualshareholdermeeting. com/HELE2022

The record date for determining shareholders entitled to receive notice of and to vote at the Annual Meeting is June 22, 2022


Items of Business						Board Recommendation
Proposal 1: To elect the nine nominees to our Board of Directors						FOR each Director nominee
Proposal 2: To provide advisory approval of the Company’s executive compensation						FOR
Proposal 3: To appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2023 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration						FOR

We will also transact such other business as may properly come before the Annual Meeting or any adjournment thereof.


Advance Voting Methods						E-Proxy IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 24, 2022. In accordance with Securities and Exchange Commission (“SEC”) rules, we are furnishing proxy materials to our shareholders on the Internet, rather than by mail. We believe this e-proxy process expedites our shareholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of our Annual Meeting. The Notice, Proxy Statement and the Company’s 2022 Annual Report to Shareholders and any other related proxy materials are available on our hosted website at www.proxyvote.com. For additional information, please refer to the section “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting” in the Proxy Statement. By Order of the Board of Directors, Tessa N. Judge Chief Legal Officer July 13, 2022
TELEPHONE 1-800-690-6903

INTERNET www.proxyvote.com



			WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY AS SOON AS POSSIBLE. IF YOU DO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. MOST SHAREHOLDERS HAVE THREE OPTIONS FOR SUBMITTING THEIR PROXIES PRIOR TO THE ANNUAL MEETING: (1) VIA THE INTERNET, (2) BY PHONE OR (3) BY SIGNING AND RETURNING THE ENCLOSED PROXY. IF YOU HAVE INTERNET ACCESS, WE ENCOURAGE YOU TO APPOINT YOUR PROXY ON THE INTERNET. IT IS CONVENIENT, AND IT SAVES THE COMPANY SIGNIFICANT POSTAGE AND PROCESSING COSTS.


4			Helen of Troy

TABLE OF CONTENTS


Page
3	MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER
4	NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
6	ABOUT HELEN OF TROY
6		Transformation Strategy
7		Performance Highlights
9	PROXY VOTING ROADMAP
10		Our Director Nominees to the Board of Directors
11		Corporate Governance Highlights
12		Executive Compensation Features
13	INFORMATION ABOUT SOLICITATION AND VOTING
13		Solicitation of Proxies
14		Voting Securities and Record Date
14		Quorum; Voting
15		Attending and Participating in The Virtual Annual Meeting
16	CORPORATE GOVERNANCE AND BOARD MATTERS
16		Proposal 1: Election of Directors
16		Nominees for the Election of Directors
24		Corporate Governance
32		Director Compensation
35	EXECUTIVE COMPENSATION
35		Proposal 2: Advisory Approval of the Company’s Executive Compensation
36		Compensation Discussion & Analysis
56		Compensation Committee Report
57		Executive Compensation Tables
57		Summary Compensation Table
58		Employment Agreement with our CEO
59		Grants of Plan-Based Awards in Fiscal Year 2022
60		Outstanding Equity Awards at Fiscal Year-End 2022
61		Option Exercises and Stock Vested During Fiscal Year 2022
61		Equity Compensation Plan Information
64		Potential Payments Upon Termination or Change of Control
69		CEO Pay Ratio for Fiscal Year 2022
71	AUDIT COMMITTEE MATTERS
71		Proposal 3: Appointment of Auditor and Independent Registered Public Accounting Firm for the 202 3 Fiscal Year and Authorization of the Audit Committee of the Board of Directors to Set the Auditor’s Remuneration


71		Composition
71		Responsibilities
72		Audit and Other Fees Paid to our Independent Registered Public Accounting Firm
73		Audit Committee Report
74	OWNERSHIP OF OUR STOCK
74		Security Ownership of Certain Beneficial Owners and Management
75		Delinquent Section 16(a) Reports
76	ADDITIONAL INFORMATION
76		Certain Relationships - Related Person Transactions
76		Shareholder Proposals
77		Other Matters
77		Householding Materials
77		Important Notice Regarding The Availability of Proxy Materials for The Shareholder Meeting
78		How to Obtain Our Annual Report, Proxy Statement and Other Information about The Company
81	ANNEX-A - N ON -GAAP AND OTHER FI NANCIAL MEASURES
81		Reconciliation of GAAP Diluted Earnings Per Share (“EPS”) to Adjusted Diluted EPS (Non-GAAP)
82		Reconciliation of GAAP Operating Income to Adjusted Operating Income (Non-GAAP)
82		Reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow (Non-GAAP)
83		Leadership Brand and Other Net Sales Revenue


	INDEX OF KEY GOVERNANCE AND RELATED INFORMATION
28		Board Committees and Meetings
25		Board Independence
69		CEO Pay Ratio for Fiscal Year 2022
42		Competitive Pay Position for our NEOs
33		Director Stock Ownership and Compensation Guidelines

54		Prohibition on Pledging and Hedging and Restrictions on Other Transactions Involving Common Stock
32		Shareholder Communications to the Board of Directors
54		Stock Ownership Guidelines of our NEOs


2022 Proxy Statement			5

ABOUT HELEN OF TROY

We provide the below highlights of certain financial information. As this is only a summary, please refer to the complete Proxy Statement, 2022 Annual Report to Shareholders and related materials before you vote.


Helen of Troy Limited (NASDAQ: HELE) is a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of well-recognized and widely-trusted brands. We go to market under a number of brands, some of which are licensed. Our Leadership Brands are brands which have number-one or number-two positions in their respective categories and include OXO®, Hydro Flask®, Osprey®, Vicks®, Braun®, Honeywell®, PUR®, Hot Tools® and Drybar® brands. We have built leading market positions through new product innovation, product quality and competitive pricing. We operate in three business segments: Home & Outdoor, Health & Wellness and Beauty.

Transformation Strategy


Fiscal year 2020 began Phase II of our Transformation, which was designed to drive the next five years of progress. The long-term objectives of Phase II include improved organic sales growth, continued margin expansion, and strategic and effective capital deployment. Phase II includes continued investment in our Leadership Brands, with a focus on growing them through consumer-centric innovation, expanding them more aggressively outside the United States (“U.S.”), and adding new brands through acquisition. We are building further shared service capability and operating efficiency, as well as focusing on attracting, retaining, unifying and training the best people. Additionally, we are continuing to enhance and consolidate our Environmental, Social and Governance (“ESG”) efforts and accelerate programs related to Diversity, Equity, and Inclusion (“DE&I”) to support our Phase II Transformation. Fiscal year 2022 was another very successful year for the Company. We continued to deliver growth over the elevated base achieved in fiscal year 2021 despite many challenges such as supply chain disruption and inflation. Fiscal year 2022 also marked another record year for net sales revenue and adjusted diluted earnings per share (“EPS”). Now, three years into Phase II, we have delivered compound annual growth rates (“CAGRs”) for revenue of 12.4%, EPS of 11.5% and adjusted diluted EPS of 15.3%. Additionally, we deployed over $630 million in capital towards the acquisition of Osprey Packs, Inc. (“Osprey”), share repurchases, and investments in our new distribution center.


6			Helen of Troy

ABOUT HELEN OF TROY

Performance Highlights

The following summarizes our performance highlights for the year ended February 28, 2022 (“fiscal year 2022”):

Cumulative total shareholder returns of 83% and 111% over the past three and five fiscal years, respectively

Net sales revenue compound annual growth rates of 12.4% and 9.7% over the past three and five fiscal years, respectively

Leadership Brand net sales compound annual growth rates of 13.3% and 11.6% over the past three and five fiscal years, respectively

Operating income compound annual growth rates of 11.0% and 9.9% over the past three and five fiscal years, respectively

Adjusted operating income compound annual growth rates of 14.1% and 11.1% over the past three and five fiscal years, respectively

Diluted EPS from continuing operations compound annual growth rates of 11.5% and 12.1% over the past three and five fiscal years, respectively

Adjusted diluted EPS from continuing operations compound annual growth rates of 15.3% and 13.8% over the past three and five fiscal years, respectively

Operating cash flow compound annual decline rates of (11.1)% and (7.9)% over the past three and five fiscal years, respectively

Free cash flow compound annual decline rates of (28.8)% and (20.4)% over the past three and five fiscal years, respectively

Shareholder Returns


THREE-YEAR CUMULATIVE RETURN BASE YEAR = 2019


FIVE-YEAR CUMULATIVE RETURN BASE YEAR = 2017


2022 Proxy Statement			7

ABOUT HELEN OF TROY

Adjusted operating income, adjusted diluted earnings per share, and free cash flow from continuing operations may be considered non-GAAP financial measures as set forth in SEC Regulation G, Rule 100. See “Annex A - Non-GAAP Measures” for a reconciliation of non-GAAP financial measures to our results as reported under GAAP and an explanation of the reasons why the Company believes the non-GAAP financial information is useful and the nature and limitations of the non-GAAP financial measures. On December 20, 2017, we completed the divestiture of the Nutritional Supplements segment through the sale of Healthy Directions LLC and its subsidiaries to Direct Digital, LLC. Following the sale, we no longer consolidate our former Nutritional Supplements segment’s operating results. All results presented above are from continuing operations, which exclude the operating results from the former Nutritional Supplements segment for all periods presented. Fiscal year 2020 includes approximately five weeks of operating results from Drybar Products LLC, acquired on January 23, 2020 and a full year of operating results in each subsequent fiscal year. Fiscal year 2022 includes approximately nine weeks of operating results from Osprey, acquired on December 29, 2021.


8			Helen of Troy

PROXY VOTING ROADMAP

We provide the below highlights of certain information in this Proxy Statement. All references in this Proxy Statement to “fiscal year” or “FY” refer to our fiscal year ending on the last day in February of that year. As this is only a summary, please refer to the complete Proxy Statement and related materials before you vote.



VOTING MATTERS:			Voting Recommendation of the Board
Proposal

Elect the nine nominees to our Board of Directors			FOR each nominee
Provide advisory approval of the Company’s executive compensation			FOR
Appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2023 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration			FOR


2022 Proxy Statement			9

PROXY VOTING ROADMAP

Our Director Nominees to the Board of Directors

Director

Since

Independent

Director

Board Committee

Membership

Director Primary Occupation

Age

Julien R. Mininberg

Chief Executive Officer

Helen of Troy Limited

2014

Timothy F. Meeker Chairman

President & Principal

Meeker & Associates

2004

Krista L. Berry

Retired, Chief Revenue Officer

Everlane Inc.

2017

Vincent D. Carson

Retired, Chief Legal Officer and Secretary

Helen of Troy Limited

2018

Thurman K. Case

Retired, Chief Financial Officer

Cirrus Logic, Inc.

2017

n, E

Tabata L. Gomez

President, Hand Tools, Accessories & Storage

Stanley Black & Decker, Inc.

2022

Elena B. Otero

Retired, Chief Marketing Officer - International

The Clorox Company

2022

Beryl B. Raff

Chairman & CEO

Helzberg Diamond Shops, Inc.

2014

Darren G. Woody

President & CEO

Jordan Foster Construction, LLC

2004

A Audit

C Compensation

N Nominating

G Corporate Governance

E Audit Committee Financial Expert

Chair

Member


10			Helen of Troy

PROXY VOTING ROADMAP

Board Nominees Snapshot


BOARD INDEPENDENCE			BOARD GENDER DIVERSITY

Key Qualifications and Areas of Expertise

8/9

Industry / Product

Knowledge

5/9

Financial / Accounting

4/9

Mergers / Acquisitions

6/9

Multinational

Operations

2/9

Information Technology /

Digital

9/9

Corporate Strategy /

Governance

6/9

Sales / Marketing

Corporate Governance Highlights

We are committed to a corporate governance approach that ensures mutually beneficial results for the Company and its shareholders. In pursuit of this approach, we have implemented the following policies:

▪We maintain separate roles for Chairman and Chief Executive Officer (the “CEO”).

▪We require majority voting for all Directors.

▪We require annual election for all Directors.

▪Our Nominating Committee’s policy is to review Director qualifications and skill sets on an annual basis to maintain a balance between refreshed and seasoned Directors with knowledge of the Company’s business.

▪We maintain stock ownership guidelines for both our Directors and executive officers, further aligning them with our shareholders.

▪We require independent Directors to meet in executive session without management present at every regular Board meeting and throughout the year as needed.

▪The Board of Directors periodically evaluates the rotation of committee chairs.


2022 Proxy Statement			11

PROXY VOTING ROADMAP

Executive Compensation Features

Overall, our executive compensation program emphasizes performance- and equity-based compensation to align it with shareholder interests and includes other practices that we believe serve shareholder interests such as paying for performance and maintaining policies relating to claw backs of incentive awards and prohibitions on hedging or pledging Company stock.

Important features of our executive compensation program include the following:


Feature						Terms
Rigorous Performance Metrics						Established rigorous performance goals based on multiple metrics that are not duplicative between short-term and long-term incentive awards.
Long-Term Incentives						Established multi-year performance periods for long-term incentive awards, with minimum vesting periods for Company equity grants.
Pay for Performance						Our executive compensation programs are designed to demonstrate our execution on our pay for performance philosophy. Approximately 87% of target CEO pay and 62% of target Chief Financial Officer pay for Mr. Grass in fiscal year 2022 was at risk based on performance of the Company.


12			Helen of Troy

INFORMATION ABOUT SOLICITATION AND VOTING

Solicitation of Proxies

The accompanying proxy is solicited by the Board of Directors of Helen of Troy Limited (the “Company”) for use at its Annual General Meeting of Shareholders to be held virtually on Wednesday, August 24, 2022, promptly at 11:00 a.m., Mountain Daylight Time, and at any adjournment thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. The Annual Meeting will be held in a virtual-only meeting format via live webcast at:

www. virtualshareholdermeeting. com/HELE2022

You will not be able to attend the Annual Meeting in person. If you plan to attend the Annual Meeting virtually, please review the instructions for attendance included in the “Attending and Participating in The Virtual Annual Meeting” section of this Proxy Statement. A proxy may be revoked by filing a written notice of revocation or an executed proxy bearing a later date with the Secretary of our Company any time before exercise of the proxy or by attending the Annual Meeting and voting online. The Notice of Internet Availability of Proxy Materials and, for shareholders who previously requested electronic or paper delivery, the proxy materials are to be distributed to shareholders on or about July 13, 2022.

If you complete and submit your proxy, the persons named as proxies will vote the shares represented by your proxy in accordance with your instructions. If you submit a proxy card but do not fill out the voting instructions on the proxy card, the persons named as proxies will vote the shares represented by your proxy as follows:

▪FOR electing the nine nominees to the Board of Directors, as set forth in Proposal 1.

▪FOR the advisory approval of the Company’s executive compensation, as set forth in Proposal 2.

▪FOR the appointment of Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2023 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration, as set forth in Proposal 3.

In addition, if other matters are properly presented for voting at the Annual Meeting or any adjournment thereof, the persons named as proxies will vote on such matters in accordance with their judgment. We have not received notice of other matters that may properly be presented for voting at the Annual Meeting. Your vote is important. If you do not vote your shares, you will not have a say in the important issues to be voted upon at the Annual Meeting. To pass, each proposal included in this year’s Proxy Statement requires an affirmative vote of a majority of the votes cast on such proposal at the Annual Meeting. To ensure that your vote is recorded promptly, please submit your proxy as soon as possible, even if you plan to attend the Annual Meeting virtually.

The Annual Report to Shareholders for fiscal year 2022, including financial statements, is available on our hosted website at www.proxyvote.com. It does not form any part of the material provided for the solicitation of proxies. The financial statements for the 2022 fiscal year and the auditor’s report thereon will be laid before the shareholders at the Annual Meeting.

The cost of solicitation of proxies will be borne by the Company. In addition to solicitation by mail, officers and associates of the Company may solicit the return of proxies by telephone, facsimile, electronic mail, personal interview, and other methods of communication.

We will request brokerage houses and other nominees, fiduciaries and custodians to forward soliciting materials to beneficial owners of the Company’s common shares, par value $0.10 per share (the “Common Stock”), for which we will, upon request, reimburse the forwarding expense.


2022 Proxy Statement			13

INFORMATION ABOUT SOLICITATION AND VOTING

Voting Securities and Record Date

The close of business on June 22, 2022, is the record date for determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. As of June 22, 2022, there were 23,968,469 shares of Common Stock issued and outstanding, each entitled to one vote per share.

Quorum; Voting

Shareholders may hold their shares either as a “shareholder of record” or as a “street name” holder. If your shares are registered directly in your name with our transfer agent, you are considered the shareholder of record with respect to those shares and this Proxy Statement is being provided directly to you by the Company. If your shares are held in a brokerage account or by another nominee, you are considered to be the beneficial owner of shares held in “street name,” and these proxy materials, together with a voting instruction card, are being forwarded to you by your broker, trustee or other nominee. As the beneficial owner of the shares, you have the right to direct your broker, trustee or other nominee how to vote.

The presence of two or more persons and representing throughout the Annual Meeting, virtually or by proxy, at least a majority of the issued shares of Common Stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence for purposes of a quorum.

Abstentions and broker non-votes are also counted for purposes of determining whether a quorum is present. “Broker non-votes” occur when shares held in street name by a broker or nominee are represented at the Annual Meeting, but such broker or nominee is not empowered to vote those shares on a particular proposal because the broker has not received voting instructions from the beneficial owner.

Under the rules that govern brokers who are voting with respect to shares held by them in street name, if the broker has not been furnished with voting instructions by its client at least ten days before the Annual Meeting, those brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Routine matters include the appointment of the auditor and related matters, submitted to the shareholders in Proposal 3. Non-routine matters include the election of Directors submitted to shareholders in Proposal 1 and the advisory approval of the Company’s executive compensation submitted to shareholders in Proposal 2. As a result, with regard to Proposals 1 and 2, brokers have no discretion to vote shares where no voting instructions are received, and no vote will be cast if you do not vote on those proposals. We therefore urge you to vote on ALL of the proposals.

If a quorum is present, for Proposal 1, each nominee for Director receiving a majority of the votes cast (the number of shares voted “for” a Director nominee must exceed the number of votes cast “against” that nominee) at the Annual Meeting in person or by proxy shall be elected. For Proposal 3, the resolution in Proposal 3 will pass with the affirmative vote of the majority of the votes cast at the Annual Meeting in person or by proxy. For Proposal 2, the advisory vote on executive compensation is non-binding. Although the vote is non-binding, the Compensation Committee and the Board of Directors will review and carefully consider the outcome of the advisory vote to approve the Company’s executive compensation and those opinions when making future decisions regarding executive compensation programs. Notwithstanding the advisory nature of the vote, the resolution in Proposal 2 will be considered passed with the affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy. Abstentions and broker non-votes are not counted in determining the total number of votes cast and will have no effect with respect to any of the proposals because abstentions and broker non-votes are not considered to be votes cast under the applicable laws of Bermuda.

If within half an hour from the time appointed for the Annual Meeting to begin a quorum is not present in person or by proxy, the Annual Meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place the Board of Directors may determine, provided that at least two persons are present in person at such adjourned meeting and representing throughout such meeting, in person or by proxy, at least a majority of the issued shares of Common Stock entitled to vote. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the Annual Meeting as originally called.


14			Helen of Troy

INFORMATION ABOUT SOLICITATION AND VOTING

Attending and Participating in The Virtual Annual Meeting

This year’s Annual Meeting will be accessible through the Internet so our shareholders can participate from any geographic location with Internet connectivity. You will not be able to attend this meeting in person. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings, while providing an online experience available to all shareholders regardless of their location.

You are entitled to virtually attend and participate in the Annual Meeting only if you were a shareholder or joint shareholder as of the close of business on June 22, 2022, the record date. All shareholders who want to attend the virtual Annual Meeting must use their issued control number to access the site.

To virtually attend and participate in the Annual Meeting, including to vote, you must access the Annual Meeting website at www. virtualshareholdermeeting. com/HELE2022 and enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card or voting instruction card provided to you with this Proxy Statement, or that is set forth within the body of the email sent to you with the link to this Proxy Statement. We encourage you to access the Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 10:45 a.m. Mountain Daylight Time. If you have difficulty accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page. We will have technicians available to assist you.

Regardless of whether you plan to virtually attend and participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to log on to www.proxyvote.com and vote in advance of the Annual Meeting.

We welcome questions from shareholders. If you wish to submit a question, you may do so in two ways. You may ask questions before the Annual Meeting by logging into www.proxyvote.com and entering your 16-digit control number. Alternatively, if you want to submit a question during the Annual Meeting, log into the virtual meeting platform at www. virtualshareholdermeeting. com/HELE2022 following the instructions noted above.

Questions pertinent to Annual Meeting matters will be answered during the meeting, subject to time constraints. Questions not complying with our Annual Meeting rules of conduct will not be answered. Any questions pertinent to Annual Meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at www.helenoftroy.com and will remain available for at least one year after the date of the Annual Meeting. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our Annual Meeting rules of conduct, which shareholders can view during the meeting at the virtual meeting website or during the ten days prior to the Annual Meeting at www.proxyvote.com. Shareholders can also access copies of this Proxy Statement and our Annual Report to Shareholders for the 2022 fiscal year during the Annual Meeting at the virtual meeting website.


2022 Proxy Statement			15

CORPORATE GOVERNANCE AND BOARD MATTERS

Proposal 1: Election of Directors

The bye-laws of the Company state the number of our Directors shall be established by the Board of Directors from time to time but shall not be less than two. The Board of Directors currently consists of ten members. Gary B. Abromovitz, who has served the Company and its shareholders with distinction for over 30 years, is not standing for re-election when his term expires at the Annual Meeting. At the time of Mr. Abromovitz's retirement, the number of Directors shall be fixed at nine members.

Each nominee has consented to serve as a Director if elected. Based on the recommendation of the Nominating Committee, the Board of Directors has nominated the nine candidates set forth below for election to the Board of Directors. All of the nominees, other than Ms. Gomez and Ms. Otero, were elected as directors by stockholders at the 2021 annual general meeting of shareholders and are being presented for re-election at the Annual Meeting. Julien R. Mininberg, the Company’s CEO, is not considered an independent Director as defined in the applicable listing standards for companies traded on the NASDAQ Stock Market LLC (“NASDAQ”). The Board of Directors has determined that the remaining eight candidates, Krista L. Berry, Vincent D. Carson, Thurman K. Case, Tabata L. Gomez, Timothy F. Meeker, Elena B. Otero, Beryl B. Raff, and Darren G. Woody are considered independent Directors. Therefore, the majority of persons nominated to serve on our Board of Directors are independent as so defined. Each Director elected shall serve as a Director until the next annual general meeting of shareholders or until his or her successor is elected or appointed.

Vote Required for Approval and Recommendation

The receipt of a majority of the votes cast (the number of shares voted “for” a Director nominee exceeding the number of votes cast “against” that nominee) at the Annual Meeting is required to elect each of the nine nominees for Director. In the event that any of the Company’s nominees are unable to serve, proxies will be voted for the substitute nominee or nominees designated by our Board of Directors, or will be voted for fewer than nine nominees, as the Board may deem advisable in its discretion.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” EACH OF THE NINE NOMINEES SET FORTH BELOW.


16			Helen of Troy

CORPORATE GOVERNANCE AND BOARD MATTERS

Nominees for the Election of Directors

Set forth below are descriptions of the business experience of the nominees for election to our Board of Directors, as well as their qualifications:



			JULIEN R. MININBERG

			CEO and Director Since: 2014

			Committees: None Age: 57



Biographical Information Prior to his appointment as CEO, Mr. Mininberg had served as the CEO of Kaz Inc. (“Kaz”), a wholly-owned subsidiary of the Company since December 2010. Kaz comprises the Health & Wellness segment of the Company. Mr. Mininberg joined Kaz in 2006, serving as Chief Marketing Officer and was appointed President in September 2007, where he served until he was appointed the CEO in September 2010. Before joining Kaz, Mr. Mininberg worked for 15 years at The Procter & Gamble Company (“P&G”), where he spent an equal amount of time in the U.S. and Latin America, serving in a variety of marketing and general management capacities. In the U.S., he worked in brand management, serving as Brand Manager in P&G’s Health Care Division. He was promoted to Marketing Director in 1997 and transferred to Latin America, where he served in the Fabric & Home Care division before being promoted to Country Manager for P&G’s Home Care business in Latin America. In 2003, he became Country Manager for Central America overseeing all P&G business in that region. Mr. Mininberg serves on the board of directors for SpartanNash Company, a publicly-held food distributor and grocery retailer. Mr. Mininberg earned his bachelor’s degree and a Master of Business Administration from Yale University. He currently serves on the Board of Advisors for Yale School of Management and serves as Past President of its global Alumni Association Board of Directors. Key Qualifications and Areas of Expertise Mr. Mininberg brings a 30-year track record of building market-leading multinational brands and organizations, a strategic mindset, operational expertise, and seasoned leadership skills. As our CEO, Mr. Mininberg provides essential oversight of the business and organization, and a link between management and the Board of Directors. He plays a key role in communication with shareholders and leading the Company’s acquisition activities. Additionally, he provides crucial insight to the Board on the Company’s strategic planning and operations.


2022 Proxy Statement			17

CORPORATE GOVERNANCE AND BOARD MATTERS



			TIMOTHY F. MEEKER

			Director Since: 2004 Chairman Since: 2014

SEC Form DEF 14A filed by Helen of Troy Limited