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HELEN OF TROY LTD FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

September 2, 2014

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



On August 26, 2014, Helen of Troy Limited (the "Company") held its Annual General Meeting of Shareholders (the "Annual Meeting"). The following proposals were submitted to a vote of the shareholders of the Company at the Annual Meeting:

1. Setting of the number of director positions at eight and



the election of the eight nominees to the Company's Board of Directors.

2. An advisory vote on the Company's executive compensation. 3. Approval of the Helen of Troy Limited Amended and Restated



2011 Annual Incentive Plan.

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 Gary B. Abromovitz 24,629,221 818,677 17,294 2,047,944 John B. Butterworth 24,986,537 464,061 14,594 2,047,944 Alexander M. Davern 25,412,555 36,043 16,594 2,047,944 Timothy F. Meeker 25,062,624 385,954 16,614 2,047,944 Julien R. Mininberg 25,032,023 415,945 17,224 2,047,944 Beryl B. Raff 25,412,754 35,914 16,524 2,047,944 William F. Susetka 25,303,530 145,087 16,575 2,047,944 Darren G. Woody 25,060,386 387,760 17,046 2,047,944



Advisory Vote to Approve the Compensation of our 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 24,926,421 421,243 117,528 2,047,944



Approval of the Helen of Troy Amended and Restated 2011 Annual Incentive Plan

The proposal to approve the Helen of Troy Amended and Restated 2011 Annual Incentive Plan was approved, having received the following votes:

For Against Abstain Broker Non-Votes 24,677,743 723,990 63,459 2,047,944



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 27,461,656 24,978 26,502 2



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Source: Edgar Glimpses


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