Helen of Troy (NASDAQ: HELE) revises annual incentive bonus plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Helen of Troy Limited reported that its Board of Directors approved and adopted the Amended and Restated Annual Incentive Plan. The plan is designed to reward participating employees with bonus incentives tied to Company performance, supporting the success of the Company and its subsidiaries.
The amendments remove outdated references to Section 162(m) of the Internal Revenue Code, align administrative provisions with the Company’s 2025 Stock Incentive Plan, and clarify what authority the Board or Compensation Committee may delegate to Company officers for setting annual incentive opportunities and granting awards to employees other than Named Executive Officers.
Positive
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Terms
Amended and Restated Annual Incentive Plan, Section 162(m) of the Internal Revenue Code, 2025 Stock Incentive Plan, Named Executive Officers, +1 more
5 terms
Amended and Restated Annual Incentive Plan financial
"approved and adopted the Helen of Troy Limited Amended and Restated Annual Incentive Plan"
Section 162(m) of the Internal Revenue Code regulatory
"removing references to Section 162(m) of the Internal Revenue Code"
2025 Stock Incentive Plan financial
"aligning certain administrative and other provisions in the Plan to those included in the Company’s 2025 Stock Incentive Plan"
Named Executive Officers financial
"employees other than Named Executive Officers (as defined in the Plan)"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Compensation Committee financial
"clarifying the authority that may be delegated by the Board or Compensation Committee"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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) May 13, 2026
(Exact name of registrant as specified in its charter)
Commission File Number: 001-14669
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| of incorporation) | Identification No.) | |||||||
(Address of principal executive offices)
(Registrant's United States mailing address)
(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 May 13, 2026, the Board of Directors (the “Board”) of Helen of Troy Limited (the “Company”), approved and adopted the Helen of Troy Limited Amended and Restated Annual Incentive Plan (the “Plan”) to make certain administrative and technical updates as further described herein. The purpose of the Plan is to promote the success of the Company and its subsidiaries by providing the participating employees bonus incentives with the opportunity to participate in Company performance. The primary amendments included: (i) removing references to Section 162(m) of the Internal Revenue Code and similar provisions that are no longer applicable or necessary due to changes in such law, (ii) aligning certain administrative and other provisions in the Plan to those included in the Company’s 2025 Stock Incentive Plan (which such plan was approved by stockholders at the 2025 Annual General Meeting of Shareholders), and (iii) clarifying the authority that may be delegated by the Board or Compensation Committee from time to time under the Plan to the Company’s officers to set annual incentive opportunities for, and grant awards to, employees other than Named Executive Officers (as defined in the Plan).
The foregoing description of the amendments to the Plan is a summary and does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
10.1 | Helen of Troy Limited Amended and Restated Annual Incentive Plan | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
2
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: May 19, 2026 | /s/ Brian L. Grass | ||||
| Brian L. Grass | |||||
| Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer | |||||
3
FAQ
What did Helen of Troy (HELE) change in its Annual Incentive Plan?
Helen of Troy updated its Annual Incentive Plan to remove outdated Section 162(m) tax references, align administration with its 2025 Stock Incentive Plan, and clarify what authority can be delegated to officers for setting incentives and granting awards to non‑Named Executive Officers.
Why did Helen of Troy (HELE) remove Section 162(m) references from the plan?
The company removed references to Section 162(m) and similar provisions that are no longer applicable or necessary due to changes in law. This keeps the Annual Incentive Plan current with existing tax rules and avoids reliance on outdated Internal Revenue Code language.
How does the amended plan relate to Helen of Troy’s 2025 Stock Incentive Plan?
Certain administrative and other provisions in the Annual Incentive Plan were aligned with those in Helen of Troy’s 2025 Stock Incentive Plan. The 2025 plan was approved by stockholders at the 2025 Annual General Meeting of Shareholders, providing a consistent framework for equity and cash incentives.
What delegation of authority is clarified in Helen of Troy’s amended plan?
The amendments clarify what authority the Board or Compensation Committee may delegate to Company officers. This delegated authority covers setting annual incentive opportunities and granting awards to employees other than Named Executive Officers, as defined in the plan document itself.
Who is covered by Helen of Troy’s Amended and Restated Annual Incentive Plan?
The plan is intended for participating employees of Helen of Troy and its subsidiaries. It provides bonus incentives linked to Company performance, with special delegation rules for granting awards to employees other than Named Executive Officers as defined in the plan.