Helen of Troy (HELE) Proxy filing summary

Executive summary

• Board unanimously rejected Empower Brands’ unchanged, unsolicited, non-binding $37.00-per-share cash proposal as significantly undervaluing the business and its growth prospects.

• Board said the standalone plan offers greater shareholder value, citing a raised FY2027 outlook, expanding margins, a strengthened balance sheet, a new CEO and a refreshed Board.

Board of directors and corporate governance

• Board and financial and legal advisors reviewed each Empower Brands overture; management engaged with Spectrum Brands at every outreach.

• Board remains open to opportunities aligned with shareholder interests and will assess them consistent with its fiduciary duties.

• Spectrum Brands’ March 2025 idea for a share-based acquisition of its Household & Personal Care business was not a basis for further discussion.

Risk oversight and compliance

• Disclosed risks include distribution disruption, cyber and ERP issues, customer and manufacturer concentration, tariffs, macroeconomic and geopolitical volatility, regulatory changes, liquidity constraints and asset impairments.