Helen of Troy adds 965K shares to stock plan
HELEN OF TROY LTD (HELE) reports results of its August 25, 2026 annual general meeting.
Rhea-AI Filing Summary
HELEN OF TROY LTD (HELE) reports results of its August 25, 2026 annual general meeting. Shareholders approved an amendment to the Helen of Troy Limited 2025 Stock Incentive Plan authorizing an additional 965,000 common shares for awards under the plan, subject to the plan’s share counting rules.
All nine director nominees were elected to the Board, each to serve until the next annual general meeting of shareholders. On a non-binding advisory basis, shareholders approved the compensation of the company’s named executive officers. Shareholders also approved Amendment No. 1 to the 2025 Stock Plan and ratified the appointment of Grant Thornton LLP as auditor and independent registered public accounting firm, including authorizing the Audit Committee to set the auditor’s remuneration.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 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 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Additional shares authorized under 2025 Stock Incentive Plan: 965,000 shares
Say-on-pay For votes: 16,036,440 votes
Say-on-pay Against votes: 826,181 votes
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Additional shares authorized under 2025 Stock Incentive Plan
965,000 shares
Authorized for awards under the 2025 Stock Plan by Amendment No. 1
Say-on-pay For votes
16,036,440 votes
Non-binding advisory vote approving named executive officer compensation
Say-on-pay Against votes
826,181 votes
Non-binding advisory vote on executive compensation
Amendment No. 1 For votes
16,300,484 votes
Vote to approve Amendment No. 1 to the 2025 Stock Plan
Amendment No. 1 Against votes
1,016,844 votes
Vote to approve Amendment No. 1 to the 2025 Stock Plan
Auditor ratification For votes
20,627,377 votes
Ratification of Grant Thornton LLP as auditor and independent registered public accounting firm
Broker non-votes on proposals 1–3
3,583,885 votes
Broker non-votes reported on director elections, say-on-pay, and Amendment No. 1
Key Terms
non-binding advisory basis, broker non-votes, independent registered public accounting firm, Stock Incentive Plan
4 terms
non-binding advisory basis regulatory
"The proposal to approve, on a non-binding advisory basis, the compensation"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 16,036,440 | 826,181 |"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Stock Incentive Plan financial
"Helen of Troy Limited 2025 Stock Incentive Plan (the “2025 Stock Plan”)"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
FAQ
Were all director nominees elected at HELEN OF TROY LTD (HELE)’s 2026 annual meeting?
Yes. All nine nominees to the Board of Directors were elected to serve until the next annual general meeting. Each nominee received more votes For than Against, with broker non-votes reported on each director proposal.
What were the vote results on Amendment No. 1 to the 2025 Stock Plan for HELE?
The proposal to approve Amendment No. 1 received 16,300,484 For, 1,016,844 Against, 55,529 Abstain, and 3,583,885 broker non-votes, and was approved by shareholders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
(Exact name of registrant as specified in its charter)
Commission File Number: 001-14669
| (State or other jurisdiction | (IRS Employer | |||||||
| of incorporation) | Identification No.) | |||||||
(Address of principal executive offices)
(Registrant's United States mailing address) (Zip Code)
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 | |||||||||||||||||
2
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 | ||||||||||
10.1*† | Amendment No. 1 to the Helen of Troy Limited 2025 Stock Incentive Plan. | ||||||||||
| * 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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