Helen of Troy (HELE) Proxy filing summary

Executive summary

• Fiscal 2026 saw significant leadership changes, including the appointment of a new CEO, G. Scott Uzzell, and a comprehensive review of strategic priorities to drive long-term value creation and growth.

• The company faced a challenging macroeconomic environment, including global tariffs, inflation, and reduced consumer demand, resulting in a net loss of $899 million and an operating loss of $782.1 million.

• Strategic actions included diversifying production outside China, implementing cost reductions, optimizing working capital, and completing Project Pegasus to streamline operations and enhance efficiency.

• The company completed the acquisition of Olive & June, expanded its Beauty portfolio, and continued to invest in product innovation and brand loyalty.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, advisory approval of executive compensation, an amendment to the 2025 Stock Incentive Plan to increase shares available, and the appointment of Grant Thornton LLP as auditor for fiscal 2027.

• The Board recommends voting FOR all proposals and nominees.

• Shareholders can vote online, by phone, or by mail, and the meeting will be held virtually.

Board of directors and corporate governance

• The Board consists of nine members, with 89% independence and 56% female representation.

• Board committees include Audit, Compensation, Nominating, and Governance, all chaired by independent directors.

• The Board maintains separate Chairman and CEO roles, annual director elections, majority voting, and regular committee rotation.

• Shareholder engagement is emphasized through year-round outreach, virtual meetings, and direct communication channels.