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(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Shares, $0.10 par value per share
iHELE
iThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyi☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
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.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
