Helen Of Troy Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine nominees to the Company’s Board of Directors to serve until the next annual meeting.

2. 2

   Advisory Approval of the Company’s Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed executive compensation (the “say-on-pay” vote). Management is seeking shareholder support to validate its compensation philosophy and program design, which emphasizes performance-based, equity-oriented pay and includes clawback, anti-hedging policies and stock ownership guidelines to align management and shareholder interests. The Company explains that its fiscal 2026 incentive outcomes (a 16.3% blended annual incentive payout and no long-term performance payouts) reflected weak operating results driven by tariffs and other macro headwinds, and the Compensation Committee argues the pay program appropriately punished underperformance and did not exercise positive discretion. The vote is non-binding, but the board and Compensation Committee state they will review and consider the outcome when making future compensation decisions. Institutional investors and proxy advisory firms typically treat a strong 'for' result as endorsement of pay design and governance; conversely, a significant 'against' vote could prompt changes. The proposal therefore functions as a key governance feedback mechanism amid recent leadership changes, one-time sign-on awards (to the new CEO), and substantial equity-based hiring and retention grants. Management’s recommendation to vote FOR is justified by the Compensation Committee’s view that the program supports long-term value creation, is market-competitive, and contains governance safeguards (clawbacks, no single-trigger change-of-control accelerations, minimum vesting, and limits on director awards). Analysts evaluating this vote should weigh the one-time sign-on and retention awards against the program’s longer-term structure and the Company’s recent financial performance, including tariff-driven impairments and restructuring, when determining whether investor endorsement would be prudent.

3. 3

   Approval of an Amendment to the Helen of Troy Limited 2025 Stock Incentive Plan to Increase the Plan's Shares Available for Issuance

   ManagementBoard: FOR

   Approve Amendment No. 1 to the 2025 Stock Incentive Plan to add 965,000 shares to the plan reserve for future equity awards.

   More detail

   This management proposal requests shareholder approval to amend the Company’s 2025 Stock Incentive Plan by increasing the authorized share reserve by 965,000 shares to maintain the Company’s ability to grant equity awards to employees, executives and directors. Management and the Compensation Committee argue the increase is necessary because the prior reserve was expected to last only about one year at the 2025 grant rate, and the Company needs additional shares to support recruiting, retention and performance-aligned incentives including performance RSAs and time-based RSAs. The board highlights governance features in the 2025 Stock Plan designed to protect shareholders — e.g., no evergreen provision, no liberal share recycling, minimum vesting requirements, limits on director awards, no single-trigger change-of-control acceleration and anti-repricing provisions — to reduce dilution risk and align awards with performance. The proposal is transaction-neutral in that the amendment simply increases the pool; the Compensation Committee retains discretion over grant sizes and recipients subject to plan limits and shareholder-approved terms. Analysts should weigh the incremental potential dilution (the company states total potential dilution would be ~13.6% after the increase) against the expected burn rate (average three-year burn of 1.2%) and the Company’s need to execute a strategic turnaround following FY26 tariff-driven losses and restructuring actions. The board recommends FOR, citing the necessity of equity incentives to implement the Company’s strategy, retain key talent amid leadership change and continue long-term, performance-based compensation practices that it believes are aligned with shareholder interests. A vote FOR sustains the Company’s capacity to award performance-based equity; a vote AGAINST would constrain management’s compensation flexibility and could force more cash-based pay or smaller equity grants.

4. 4

   Appointment of Auditor and Independent Registered Public Accounting Firm for the 2027 Fiscal Year and Authorization of the Audit Committee to Set the Auditor’s Remuneration

   ManagementBoard: FOR

   Appoint Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2027 and authorize the Audit Committee to set the auditor’s remuneration.

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When is the Helen Of Troy Ltd 2026 annual meeting?

Helen Of Troy Ltd (HELE) holds its 2026 annual shareholder meeting on Tuesday, August 25, 2026.

What is the record date for the Helen Of Troy Ltd 2026 meeting?

The record date for the Helen Of Troy Ltd 2026 meeting is Thursday, June 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Helen Of Troy Ltd's 2026 meeting?

The board is presenting 9 director nominees at the Helen Of Troy Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Helen Of Troy Ltd 2026 meeting?

Shareholders will vote on 4 proposals at the Helen Of Troy Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.