On August 28, 2012, Helen of Troy Limited (the "Company") held its Annual General Meeting of Shareholders (the "Annual Meeting"). The following proposals were submitted to a vote of the shareholders of the Company at the Annual Meeting:

1. Setting of the number of director positions at seven and the election of the seven nominees to the Company's Board of Directors.

2. An advisory vote on the Company's executive compensation.

3. Ratification of the appointment of Grant Thornton LLP as the Company's auditor and independent registered public accounting firm and the authorization of the Company's Audit Committee of the Board of Directors to set the auditor's remuneration.

Board of Director Election Results



The shareholders of the Company elected all of the Company's seven nominees for
director. The votes for each director were as follows:



Name:                    For       Withheld    Abstain   Broker Non-Votes
Gary B. Abromovitz    26,006,355   1,587,060    40,723          2,634,020
John B. Butterworth   27,514,212      80,884    39,042          2,634,020
Timothy F. Meeker     27,435,286     160,331    38,521          2,634,020
Gerald J. Rubin       26,193,274   1,399,701    41,163          2,634,020
William F. Susetka    27,442,874     151,342    39,922          2,634,020
Adolpho R. Telles     27,225,367     366,358    42,413          2,634,020
Darren G. Woody       27,434,785     159,199    40,154          2,634,020

Advisory Vote to Approve the Compensation of our Named Executive Officers

The shareholders of the Company approved the compensation of our named executive officers. The votes were cast as follows:

For Against Abstain Broker Non-Votes 25,609,696 1,952,507 71,935 2,634,020

Ratification of Grant Thornton LLP as the Company's Independent Registered Public Accounting Firm

Grant Thornton LLP was ratified to serve as the Company's auditor and independent registered public accounting firm and the Company's Audit Committee of the Board of Directors was authorized to set the auditor's remuneration. The votes were cast as follows:

For Against Abstain
30,200,892 39,961 27,305