hele-20260825
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 25, 2026
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 | (IRS Employer | |||||||
| of incorporation) | Identification No.) | |||||||
Richmond House
12 Par-la-Ville Road
Hamilton HM 08, Bermuda
(Address of principal executive offices)
201 E. Main Street, Suite 300
El Paso, Texas 79901
(Registrant's United States mailing address) (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:
☐ 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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Shares, $0.10 par value per share | HELE | The NASDAQ Stock Market LLC | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2026, at the annual general meeting of the shareholders (the “Annual Meeting”) of Helen of Troy Limited, a Bermuda company (the “Company”), the shareholders approved an amendment to the Helen of Troy Limited 2025 Stock Incentive Plan (the “2025 Stock Plan”) authorizing an additional 965,000 shares of common shares of the Company for awards under the 2025 Stock Plan, subject to adjustment in applicable share counting rules under the 2025 Stock Plan (“Amendment No. 1”). Amendment No. 1 is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 25, 2026, the following proposals were submitted to a vote of the shareholders of the Company at the Annual Meeting:
1.The election of the nine nominees to the Company’s Board of Directors (the “Board”).
2.An advisory vote on the Company’s executive compensation.
3.The vote to approve Amendment No. 1.
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 to set the auditor’s remuneration.
The voting results for each proposal are set forth below.
Election of Directors
The Company’s nine nominees for director were each elected to serve on the Board until the next annual general meeting of shareholders. The votes for each director were as follows:
| Name: | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| G. Scott Uzzell | 17,138,219 | 216,248 | 18,390 | 3,583,885 | ||||||||||||||||||||||
| Krista L. Berry | 17,020,837 | 336,609 | 15,411 | 3,583,885 | ||||||||||||||||||||||
| Thurman K. Case | 14,905,915 | 2,451,457 | 15,485 | 3,583,885 | ||||||||||||||||||||||
| Marlo M. Cormier | 17,278,333 | 79,050 | 15,474 | 3,583,885 | ||||||||||||||||||||||
| Mitchell E. Fadel | 17,095,958 | 257,924 | 18,975 | 3,583,885 | ||||||||||||||||||||||
| Tabata L. Gomez | 16,949,162 | 407,640 | 16,055 | 3,583,885 | ||||||||||||||||||||||
| Elena B. Otero | 17,012,655 | 344,442 | 15,760 | 3,583,885 | ||||||||||||||||||||||
| Beryl B. Raff | 16,713,845 | 636,861 | 22,151 | 3,583,885 | ||||||||||||||||||||||
| Darren G. Woody | 16,538,280 | 819,063 | 15,514 | 3,583,885 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 16,036,440 | 826,181 | 510,236 | 3,583,885 | |||||||||||||||||
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Vote to Approve Amendment No. 1 to the 2025 Stock Plan
The proposal to approve Amendment No. 1 was approved, having received the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 16,300,484 | 1,016,844 | 55,529 | 3,583,885 | |||||||||||||||||
Ratification of Grant Thornton LLP as the Company’s Auditor and 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 | ||||||||||||
| 20,627,377 | 315,430 | 13,935 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | ||||||||||
| * Filed herewith. | |||||||||||
| † Management contract or compensatory plan or arrangement. | |||||||||||
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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.
| HELEN OF TROY LIMITED | |||||
| Date: August 26, 2026 | /s/ Brian L. Grass | ||||
| Brian L. Grass | |||||
| Chief Financial Officer | |||||
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