Helen of Troy (HELE) Proxy filing summary

Executive summary

• The Board unanimously rejected Empower Brands’ unsolicited, non-binding $37.00-per-share cash proposal, finding it substantially undervalued future prospects; it said standalone strategy execution offers greater long-term value and remains open to credible opportunities.

• The three-phase plan targets low-to-mid-single-digit net sales growth, high-single-digit adjusted EBITDA growth, mid-to-high-teens adjusted EPS growth, and ~75% free cash flow conversion by year five.

• Q2 FY27 results included 8.0% gross-margin expansion YoY, 11.2% adjusted EBITDA margin versus 8.4% a year earlier, and raised FY27 outlook; $66.5M-$70.5M of tariff refunds will be reinvested.

Voting matters and shareholder proposals

• Board reviewed the proposal with financial and legal advisers and unanimously rejected it, citing undervaluation and shareholder interests; Empower Brands declined a customary NDA and access to additional information.

• The Board remains open to credible opportunities that may enhance shareholder value and says it will consider them consistent with its fiduciary duties.

Board of directors and corporate governance

• Board has nine directors, eight independent; a majority of directors have joined since 2022, with experience spanning consumer products, retail, digital commerce, finance, and governance.

• G. Scott Uzzell became CEO in September 2025; leadership introduced a segment- and regional-general-manager operating model for greater agility and end-to-end brand, channel, and P&L ownership.

• The three-phase roadmap covers FY27 foundation-building, Years 2-3 investment and growth focus, and Years 4+ Power Brand scaling, international expansion, adjacencies, and selective M&A.