Helen of Troy Limited

03/05/2024 | Press release | Distributed by Public on 03/05/2024 05:03

Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (d) On February 28, 2024, the Board of Directors (the "Board") of Helen of Troy Limited (the "Company") approved the appointment, effective as of March 1, 2024, of Noel M. Geoffroy to serve as a director of the Company until the next annual general meeting of shareholders or until her respective successor has been duly elected or appointed, or until her earlier death, resignation or separation from the Company. The Board also intends to nominate Ms. Geoffroy as a director of the Company at its next annual general meeting of shareholders.

Consistent with the Company's succession plan, Ms. Geoffroy was appointed Chief Executive Officer ("CEO") effective as of March 1, 2024, following the retirement of Julien R. Mininberg on February 29, 2024, the Company's former CEO. Upon his retirement, Mr. Mininberg also resigned as a director of the Company. The foregoing information and events described in this paragraph was previously disclosed in Item 5.02 of the Company's Current Report on Form 8-K filed on April 26, 2023, which Item is incorporated herein by reference.

As an employee director, Ms. Geoffroy will not serve on any of the Board's independent committees and will not receive any remuneration for her service as a member of the Board. There are no arrangements or understandings between Ms. Geoffroy and any other persons pursuant to which she was appointed as a director of the Company. There are no family relationships between Ms. Geoffroy and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Ms. Geoffroy and the Company.