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HAIN > SEC Filings for HAIN > Form 8-K on 16-Nov-2012All Recent SEC Filings

Show all filings for HAIN CELESTIAL GROUP INC

Form 8-K for HAIN CELESTIAL GROUP INC


16-Nov-2012

Change in Directors or Principal Officers, Submission of Matters to a Vo


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

At the Annual Meeting of Stockholders on November 15, 2012 (the "Annual Meeting"), the stockholders of The Hain Celestial Group, Inc. (the "Company") approved the amendment to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the "2002 Plan"), which was recommended to the Board of Directors (the "Board") by the Compensation Committee (the "Committee") and approved by the Board on October 3, 2012, subject to approval by the stockholders. The 2002 Plan was amended to:

increase the maximum number of shares authorized for issuance under the 2002 Plan by 1,250,000 shares, to a total of 12,000,000 shares; and

approve the material terms of performance goals under the 2002 Plan for purposes of deductibility under Section 162(m) of the Internal Revenue Code (the "Code").

The purpose of the 2002 Plan is to advance the interests of the Company and its stockholders by providing a means to attract, retain, and motivate employees, consultants and directors, upon whose judgment, initiative and efforts the continued success, growth and development of the Company is dependent. Under the 2002 Plan, the grants of awards will be made by those directors who are non-employee directors within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended and outside directors within the meaning of
Section 162(m) of the Code, provided that the Committee shall have the authority to grant awards on a quarterly basis to new hires. The awards may be in the form of stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance units and dividend equivalents. The 2002 Plan may be amended, suspended or terminated by the Board at any time, in whole or in part. The Board may seek the approval of any amendment or modification by the Company's stockholders to the extent it deems necessary or advisable in its discretion for purposes of compliance with Section 162(m) or
Section 422 of the Code, the listing requirements of the applicable exchange or securities market or for any other purpose. The 2002 Plan is effective as of November 15, 2012. Unless earlier terminated, the 2002 Plan will terminate as to future awards on November 15, 2022.
The foregoing does not constitute a complete summary of the terms of the 2002 Plan, and reference is made to the complete text of the 2002 Plan, which is attached hereto as Exhibit 10.1 and incorporated by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company submitted the following matters to a vote of security holders:

To elect the director nominees specified herein to serve until the next Annual Meeting of Stockholders and until their successors are duly
1. elected and qualified;

To approve, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended June 30, 2012, as set forth in the proxy statement filed with respect to the Annual Meeting (the
2. "Proxy Statement");

To approve the amendment of the Amended and Restated 2002 Long Term
3. Incentive and Stock Award Plan; and

To ratify the appointment of Ernst & Young LLP as our registered
4. independent accountants for the fiscal year ending June 30, 2013


Proposal No. 1 - Election of Directors:
The Company's stockholders elected the persons named below, the Company's nominees, as directors of the Company, with the following vote:

Name:                   For          Withheld       Abstain   Broker Non-Votes
Irwin D. Simon     35,449,717        1,519,448        -              5,301,861
Richard C. Berke   36,073,979          895,186        -              5,301,861
Jack Futterman     35,272,510        1,696,655        -              5,301,861
Marina Hahn        35,978,818          990,347        -              5,301,861
Andrew R. Heyer    36,874,559           94,606        -              5,301,861
Brett Icahn        34,844,414        2,124,751        -              5,301,861
Roger Meltzer      34,767,258        2,201,907        -              5,301,861
Scott M. O'Neil    36,876,101           93,064        -              5,301,861
David Schechter    35,985,838          983,327        -              5,301,861

Lawrence S. Zilavy 36,778,473 190,692 - 5,301,861

Proposal No. 2 - Advisory Vote regarding the Compensation of the Company's Named Executive Officers:
The Company's stockholders approved, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended June 30, 2012 as set forth in the Proxy Statement with the following vote:

For Against Abstain Broker Non-Votes 24,970,422 11,335,157 663,586 5,301,861

Proposal No. 3 - Approval of the Amendment of the Amended and Restated 2002 Long Term Incentive and Stock Award Plan:
The Company's stockholders approved the amendment of the Amended and Restated 2002 Long Term Incentive and Stock Award Plan with the following vote:

For Against Abstain Broker Non-Votes 26,939,735 9,978,769 50,661 5,301,861

Proposal No. 4 - Ratification of Appointment of Registered Independent Accountants
The Company's stockholders ratified the appointment of Ernst & Young LLP with the following vote:

For Against Abstain Broker Non-Votes 40,992,004 1,229,657 49,365 -




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

10.1 The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan


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