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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 47K
3: EX-10.9 Material Contract HTML 71K
4: EX-21.1 Subsidiaries List HTML 52K
5: EX-23.1 Consent of Expert or Counsel HTML 36K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
16: R1 Cover HTML 98K
17: R2 Consolidated Balance Sheets HTML 152K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 57K
19: R4 Consolidated Statements of Operations HTML 151K
20: R5 Consolidated Statements of Comprehensive Income HTML 104K
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Practices
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27: R12 Earnings (Loss) Per Share HTML 66K
28: R13 Dispositions HTML 119K
29: R14 Inventories HTML 41K
30: R15 Property, Plant and Equipment, Net HTML 51K
31: R16 Leases HTML 197K
32: R17 Goodwill and Other Intangible Assets HTML 77K
33: R18 Accrued Expenses and Other Current Liabilities HTML 44K
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36: R21 Stockholders' Equity HTML 66K
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Plans
38: R23 Investments HTML 38K
39: R24 Financial Instruments Measured at Fair Value HTML 80K
40: R25 Derivatives and Hedging Activities HTML 137K
41: R26 Termination Benefits Related to Productivity and HTML 45K
Transformation Initiatives
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43: R28 Defined Contribution Plans HTML 41K
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46: R31 Summary of Significant Accounting Policies and HTML 143K
Practices (Policies)
47: R32 Summary of Significant Accounting Policies and HTML 38K
Practices (Tables)
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52: R37 Leases (Tables) HTML 151K
53: R38 Goodwill and Other Intangible Assets (Tables) HTML 85K
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Plans (Tables)
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61: R46 Termination Benefits Related to Productivity and HTML 43K
Transformation Initiatives (Tables)
62: R47 Segment Information (Tables) HTML 94K
63: R48 Description of Business and Basis of Presentation HTML 38K
(Details)
64: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 38K
PRACTICES - Revenue Recognition (Details)
65: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 46K
PRACTICES - Valuation of Accounts and Chargebacks
Receivable and Concentration of Credit Risk
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66: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 50K
PRACTICES - PPE Useful Life (Details)
67: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 49K
PRACTICES - Narrative (Details)
68: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 47K
PRACTICES - Recently Issued and Adopted Adopted
Accounting Pronouncements (Details)
69: R54 Former Chief Executive Officer Succession Plan HTML 55K
(Details)
70: R55 Earnings (LOSS) PER SHARE - Computation of Basic HTML 102K
and Diluted Earnings Per Share (Details)
71: R56 Earnings (LOSS) PER SHARE - Narrative (Details) HTML 41K
72: R57 DISPOSITIONS - Narrative (Details) HTML 114K
73: R58 DISPOSITIONS - GG UniqueFiber Balance Sheet HTML 64K
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74: R59 DISPOSITIONS - Dream and WestSoy Balance Sheet HTML 51K
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75: R60 DISPOSITIONS - Fruit Business Balance Sheet HTML 84K
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76: R61 DISPOSITIONS - Tilda Statement of Operations HTML 76K
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77: R62 DISPOSITIONS - Hain Pure Protein Statement of HTML 69K
Operations (Details)
78: R63 Inventories (Details) HTML 43K
79: R64 Property, Plant and Equipment, Net (Details) HTML 59K
80: R65 Property, Plant and Equipment, Net - Narrative HTML 58K
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81: R66 LEASES - Lease Expense (Details) HTML 54K
82: R67 LEASES - Supplemental Balance Sheet Information HTML 59K
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83: R68 LEASES - Other Information (Details) HTML 61K
84: R69 LEASES - Maturities of Lease Liabilities (Details) HTML 92K
85: R70 GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in HTML 52K
Carrying Amount of Goodwill (Details)
86: R71 GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative HTML 103K
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87: R72 GOODWILL AND OTHER INTANGIBLE ASSETS - Components HTML 48K
of Other Intangible Assets (Details)
88: R73 GOODWILL AND OTHER INTANGIBLE ASSETS - HTML 36K
Amortization Expense (Details)
89: R74 GOODWILL AND OTHER INTANGIBLE ASSETS - Expected HTML 46K
Amortization Expense Over Next Five Fiscal Years
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90: R75 Accrued Expenses and Other Current Liabilities HTML 47K
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91: R76 DEBT AND BORROWINGS - Components of Debt (Details) HTML 56K
92: R77 DEBT AND BORROWINGS - Credit Agreement (Details) HTML 82K
93: R78 DEBT AND BORROWINGS - Maturities of Debt HTML 55K
Instruments (Details)
94: R79 INCOME TAXES - Components of Income Before Income HTML 43K
Taxes (Details)
95: R80 INCOME TAXES - Provision for Income Taxes HTML 63K
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96: R81 INCOME TAXES - Narrative (Details) HTML 66K
97: R82 INCOME TAXES - Reconciliation of Expected Income HTML 124K
Taxes (Details)
98: R83 INCOME TAXES - Components of Deferred Tax Assets HTML 67K
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99: R84 INCOME TAXES - Changes in Valuation Allowances HTML 45K
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100: R85 INCOME TAXES - Unrecognized Tax Benefits Activity HTML 44K
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101: R86 STOCKHOLDERS' EQUITY - Narrative (Details) HTML 60K
102: R87 STOCKHOLDERS' EQUITY - Accumulated Other HTML 65K
Comprehensive Loss (Details)
103: R88 Stock-Based Compensation and Incentive Performance HTML 147K
Plans (Narrative) (Details)
104: R89 Stock-Based Compensation and Incentive Performance HTML 59K
Plans (Non-Vested Restricted Stock And Restricted
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105: R90 Stock-Based Compensation and Incentive Performance HTML 42K
Plans (Restricted Stock Grant Information)
(Details)
106: R91 Stock-Based Compensation and Incentive Performance HTML 50K
Plans (Weighted Average Assumptions Long-Term
Incentive Program) (Details)
107: R92 Stock-Based Compensation and Incentive Performance HTML 49K
Plans (Weighted Average Assumptions CEO Inducement
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108: R93 Stock-Based Compensation and Incentive Performance HTML 50K
Plans (Compensation Cost And Related Income Tax
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109: R94 Investments (Details) HTML 45K
110: R95 FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE - HTML 60K
Assets and Liabilities Measured at Fair Value on a
Recurring Basis (Details)
111: R96 FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE - HTML 38K
Narrative (Details)
112: R97 DERIVATIVES AND HEDGING ACTIVITIES - Derivative HTML 63K
Information (Details)
113: R98 DERIVATIVES AND HEDGING ACTIVITIES - Balance Sheet HTML 62K
Location (Details)
114: R99 DERIVATIVES AND HEDGING ACTIVITIES - Cash Flow HTML 73K
Hedges and Accumulated Other Comprehensive Loss
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115: R100 DERIVATIVES AND HEDGING ACTIVITIES - Pre-Tax HTML 65K
Effect of Derivative Financial Instruments
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116: R101 DERIVATIVES AND HEDGING ACTIVITIES - Net HTML 45K
Investment Hedges and Accumulated other
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117: R102 DERIVATIVES AND HEDGING ACTIVITIES - Not HTML 41K
Designated as Hedging Instruments and Consolidated
Statement of Operations (Details)
118: R103 Termination Benefits Related to Productivity and HTML 47K
Transformation Initiatives (Details)
119: R104 Commitments and Contingencies (Details) HTML 50K
120: R105 Defined Contribution Plans (Details) HTML 38K
121: R106 SEGMENT INFORMATION - Narrative (Details) HTML 38K
122: R107 SEGMENT INFORMATION - Segment Data (Details) HTML 84K
123: R108 SEGMENT INFORMATION - Net Sales (Details) HTML 55K
124: R109 SEGMENT INFORMATION - Long-lived Assets (Details) HTML 42K
125: R110 Related Party Transactions (Details) HTML 47K
126: R9999 Uncategorized Items - hain-20210630.htm HTML 56K
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‘EX-3.1’ — Articles of Incorporation/Organization or Bylaws
The Hain Celestial Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
A. The present name of the Corporation is The Hain Celestial Group, Inc.
B. The
Corporation was incorporated under the name “21st Century Food Corp.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on May 19, 1993.
D. This restated certificate of incorporation only restates and integrates and does not further amend the provisions of the Corporation’s certificate of incorporation as heretofore amended or supplemented, and there is no discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of this restated certificate of incorporation. This restated certificate
of incorporation was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware (the “DGCL”).
F. The certificate of incorporation of the corporation is hereby integrated and restated to read in its entirety as follows:
ARTICLE FIRST: Name. The name of the Corporation is The Hain Celestial Group, Inc.
ARTICLE SECOND: Registered
Office and Agent. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE THIRD: Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
ARTICLE FOURTH: Stock. The aggregate number of shares which the Corporation shall have authority to issue is 155,000,000 shares, $.01 par value per share consisting of:
1.150,000,000
shares of Common Stock, $.01 par value per share (the “Common Stock”); and
2.5,000,000 shares of Preferred Stock, $.01 par value per share (the “Preferred Stock”).
Common Stock.
(a)Each share of Common Stock issued and outstanding shall be identical in all respects one with the other, and no dividends shall be paid on any shares of Common Stock unless the same dividend is paid on all shares of Common Stock outstanding at the time of such payment.
(b)Except for and subject to those rights expressly granted to the holders of the Preferred Stock, or except as may be provided by the DGCL, the
holders of Common Stock shall have exclusively all other rights of stockholders including, but not by way of limitation, (i) the right to receive dividends, when, as and if declared by the Board of Directors out of assets lawfully available therefor, and (ii) in the event of any distribution of assets upon liquidation, dissolution or winding up of the Corporation or otherwise, the right to receive ratably and equally all the assets and funds of the Corporation remaining after payment to the holders of the Preferred Stock of the Corporation of the specific amounts which they are entitled to receive upon such liquidation, dissolution or winding up of the Corporation as herein provided.
(c)In the event that the holder of any share of Common Stock shall receive any payment of any dividend on, liquidation of, or other amounts payable with respect to, any shares of Common Stock, which he is not then entitled
to receive, he will forthwith deliver the same to the holders of shares of the Preferred Stock in the form received, and until it is so delivered will hold the same in trust for such holders.
(d)Each holder of shares of Common Stock shall be entitled to one vote for each share of such Common Stock held by him, and voting power with respect to all classes of securities of the Corporation shall be vested solely in the Common Stock, other than as specifically provided in the Corporation’s Certificate of Incorporation, as it may be amended, with respect to the Preferred Stock.
Preferred Stock. Authority is hereby vested in the Board of Directors of the Corporation to provide for the issuance of Preferred Stock and in connection therewith to fix by resolution
providing for the issue of such series, the number of shares to be included and such of the preferences and relative participating, optional or other special rights and limitations of such series, including, without limitation, rights of redemption or conversion into Common Stock, to the fullest extent now or hereafter permitted by the DGCL.
ARTICLE FIFTH: The board of directors is expressly authorized to adopt, amend or repeal the by-laws of the Corporation.
ARTICLE SIXTH: Election of Directors. Elections of directors need not be by written ballot unless the by-laws of
the Corporation shall otherwise provide.
ARTICLE SEVENTH: Contracts. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the DGCL order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all the creditors or class of creditors, and/or on all of the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
ARTICLE EIGHTH: Amendments. The
Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
2
ARTICLE NINTH: Liability of Directors. No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
ARTICLE TENTH: Indemnification. Except as may otherwise be specifically provided in this certificate of incorporation, no provision of this certificate of incorporation is intended by the Corporation to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred under the DGCL upon the Corporation, upon its stockholders, bondholders and security holders, and upon its directors, officers and other
corporate personnel, including, in particular, the power of the Corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the DGCL and the defined and prescribed rights of said persons to indemnification as the same are conferred under the DGCL; provided, however, that the indemnification provisions contained in the DGCL shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, resolution of shareholders or disinterested directors, or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent, both as to action in his official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE
ELEVENTH: Directors. In the event of any vacancy in the Corporation’s Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, the stockholders of the Corporation shall not have the right to apply to the Delaware Court of Chancery in order to request said Court to summarily order an election to be held to fill any such vacancy.
IN WITNESS WHEREOF, the Corporation has duly executed this restated certificate of incorporation on this 16th day of August, 2021.
