Helen of Troy (HELE) Proxy Filing summary

Executive summary

• Fiscal year 2025 marked the launch of the Elevate for Growth Strategy, targeting organic sales growth, margin expansion, and strategic capital deployment through acquisitions and share repurchases, with Project Pegasus supporting operational efficiencies and investment in brand capabilities.

• Leadership transitioned in May 2025, with Brian Grass appointed interim CEO and Tracy Scheuerman as interim CFO, while a search for a permanent CEO is underway.

• FY25 financial highlights: net sales of $1.91B, adjusted EBITDA of $289.3M, operating income of $142.7M, net income of $123.8M, and adjusted diluted EPS of $7.17.

• The company completed the acquisition of Olive & June for $229M and repurchased over $100M in shares during FY25.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, provide advisory approval of executive compensation, approve the 2025 Stock Incentive Plan, and appoint Grant Thornton LLP as auditor for FY26.

• The board recommends voting FOR all proposals and nominees.

• Shareholder proposals and director nominations for the 2026 meeting must comply with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of eight independent directors with diverse backgrounds and 50% gender diversity.

• Separate Chairman and CEO roles are maintained; all directors are elected annually by majority vote.

• Four standing committees: Audit, Compensation, Nominating, and Governance, all composed of independent directors.

• Regular executive sessions are held without management, and director stock ownership guidelines are enforced.

• Shareholder engagement is ongoing through meetings, correspondence, and virtual annual meetings.