Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.40M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 548K
Liquidation or Succession
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 40K
5: EX-10.13 Material Contract HTML 81K
6: EX-10.2.1 Material Contract HTML 97K
4: EX-10.9 Material Contract HTML 47K
7: EX-21.1 Subsidiaries List HTML 52K
8: EX-23.1 Consent of Experts or Counsel HTML 40K
13: EX-99.1 Miscellaneous Exhibit HTML 89K
9: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
10: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 36K
20: R1 Document And Entity Information HTML 67K
21: R2 Consolidated Balance Sheets HTML 133K
22: R3 Consolidated Balance Sheets (Parenthetical) HTML 59K
23: R4 Consolidated Statements of Operations HTML 139K
24: R5 Consolidated Statements of Comprehensive Income HTML 87K
(Loss)
25: R6 Consolidated Statement of Stockholders' Equity HTML 82K
26: R7 Consolidated Statement of Stockholders' Equity HTML 37K
(Parenthetical)
27: R8 Consolidated Statements of Cash Flows HTML 151K
28: R9 Description of Business and Basis of Presentation HTML 75K
29: R10 Summary of Significant Accounting Policies and HTML 101K
Practices
30: R11 Chief Executive Officer Succession Plan HTML 47K
31: R12 Earnings (Loss) Per Share HTML 85K
32: R13 Discontinued Operations HTML 89K
33: R14 Acquisitions HTML 47K
34: R15 Inventories HTML 45K
35: R16 Property, Plant and Equipment, Net HTML 60K
36: R17 Goodwill and Other Intangible Assets HTML 99K
37: R18 Accrued Expenses and Other Current Liabilities HTML 45K
38: R19 Debt and Borrowings HTML 79K
39: R20 Income Taxes HTML 194K
40: R21 Stockholders' Equity HTML 55K
41: R22 Stock-Based Compensation and Incentive Performance HTML 176K
Plans
42: R23 Investments and Joint Ventures HTML 40K
43: R24 Financial Instruments Measured at Fair Value HTML 121K
44: R25 Commitments and Contingencies HTML 65K
45: R26 Defined Contribution Plans HTML 39K
46: R27 Segment Information HTML 123K
47: R28 Quarterly Financial Data (Unaudited) HTML 147K
48: R29 Subsequent Events HTML 39K
49: R30 Schedule II - Valuation and Qualifying Accounts HTML 86K
50: R31 Summary of Significant Accounting Policies and HTML 165K
Practices (Policies)
51: R32 Summary of Significant Accounting Policies and HTML 55K
Practices (Tables)
52: R33 Earnings (Loss) Per Share (Tables) HTML 78K
53: R34 Discontinued Operations (Tables) HTML 85K
54: R35 Inventories (Tables) HTML 44K
55: R36 Property, Plant and Equipment, Net (Tables) HTML 55K
56: R37 Goodwill and Other Intangible Assets (Tables) HTML 98K
57: R38 Accrued Expenses and Other Current Liabilities HTML 45K
(Tables)
58: R39 Debt and Borrowings Debt and Borrowings (Tables) HTML 65K
59: R40 Income Taxes (Tables) HTML 189K
60: R41 Stockholders' Equity (Tables) HTML 53K
61: R42 Stock-Based Compensation and Incentive Performance HTML 145K
Plans (Tables)
62: R43 Financial Instruments Measured at Fair Value HTML 106K
(Tables)
63: R44 Commitments and Contingencies (Tables) HTML 42K
64: R45 Segment Information (Tables) HTML 129K
65: R46 Quarterly Financial Data (Unaudited) (Tables) HTML 134K
66: R47 Description of Business and Basis of Presentation HTML 41K
(Details)
67: R48 Summary of Significant Accounting Policies and HTML 38K
Practices (Revenue Recognition) (Details)
68: R49 Summary of Significant Accounting Policies and HTML 47K
Practices (Valuation of Accounts and Chargebacks
Receivable and Concentration of Credit Risk)
(Details)
69: R50 Summary of Significant Accounting Policies and HTML 49K
Practices (PPE Useful Life) (Details)
70: R51 Summary of Significant Accounting Policies and HTML 51K
Practices (Narrative) (Details)
71: R52 Summary of Significant Accounting Policies and HTML 55K
Practices (Newly Adopted Accounting
Pronouncements) (Details)
72: R53 Chief Executive Officer Succession Plan (Details) HTML 69K
73: R54 Earnings (Loss) Per Share (Computation of Basic HTML 103K
and Diluted Earnings Per Share) (Details)
74: R55 Earnings (Loss) Per Share (Narrative) (Details) HTML 49K
75: R56 Discontinued Operations (Narrative) (Details) HTML 69K
76: R57 Discontinued Operations (Statements of Operations) HTML 81K
(Details)
77: R58 Discontinued Operations (Balance Sheet) (Details) HTML 99K
78: R59 Acquisitions (Fiscal 2018) (Narrative) (Details) HTML 53K
79: R60 Acquisitions (Fiscal 2017) (Narrative) (Details) HTML 56K
80: R61 Inventories (Details) HTML 44K
81: R62 Property, Plant and Equipment, Net (Details) HTML 59K
82: R63 Property, Plant and Equipment, Net (Narrative) HTML 65K
(Details)
83: R64 Goodwill and Other Intangible Assets (Changes in HTML 70K
Carrying Amount of Goodwill) (Details)
84: R65 Goodwill and Other Intangible Assets (Components HTML 50K
of Other Intangible Assets) (Details)
85: R66 Goodwill and Other Intangible Assets (Narrative) HTML 58K
(Details)
86: R67 Goodwill and Other Intangible Assets (Amortization HTML 36K
Expense) (Details)
87: R68 Goodwill and Other Intangible Assets (Expected HTML 46K
Amortization Expense Over Next Five Fiscal Years)
(Details)
88: R69 Accrued Expenses and Other Current Liabilities HTML 46K
(Details)
89: R70 Debt and Borrowings (Components of Debt) (Details) HTML 64K
90: R71 Debt And Borrowings (Credit Agreement) (Details) HTML 110K
91: R72 Debt And Borrowings (Tilda Short-Term Borrowing HTML 51K
Arrangements) (Details)
92: R73 Debt and Borrowings (Maturities of Debt HTML 56K
Instruments) (Details)
93: R74 Income Taxes (Components of Income Before Income HTML 45K
Taxes) (Details)
94: R75 Income Taxes (Provision for Income Taxes) HTML 65K
(Details)
95: R76 Income Taxes (Narrative) (Details) HTML 70K
96: R77 Income Taxes (Reconciliation of Expected Income HTML 124K
Taxes) (Details)
97: R78 Income Taxes (Components of Deferred Tax Assets HTML 68K
and Liabilities) (Details)
98: R79 Income Taxes (Changes in Valuation Allowances) HTML 45K
(Details)
99: R80 Income Taxes (Unrecognized Tax Benefits Activity) HTML 45K
(Details)
100: R81 Stockholders' Equity (Narrative) (Details) HTML 41K
101: R82 Stockholders' Equity (Accumulated Other HTML 57K
Comprehensive Loss) (Details)
102: R83 Stock-Based Compensation and Incentive Performance HTML 82K
Plans (Stock Plans Narrative) (Details)
103: R84 Stock-Based Compensation and Incentive Performance HTML 50K
Plans (Compensation Cost And Related Income Tax
Benefits Recognized) (Details)
104: R85 Stock-Based Compensation and Incentive Performance HTML 61K
Plans (Non-Vested Restricted Stock And Restricted
Share Unit Awards) (Details)
105: R86 Stock-Based Compensation And Incentive Performance HTML 48K
Plans (Restricted Stock Grant Information)
(Details)
106: R87 Stock-Based Compensation and Incentive Performance HTML 55K
Plans (Summary of Stock Option Activity) (Details)
107: R88 Stock-Based Compensation and Incentive Performance HTML 50K
Plans (Schedule of Cash Proceeds Received From
Share-Based Payment Awards) (Details)
108: R89 Stock-Based Compensation And Incentive Performance HTML 109K
Plans (Long-Term Incentive Plan) (Details)
109: R90 Stock-Based Compensation And Incentive Performance HTML 99K
Plans (2019 Equity Inducement Award Program)
(Details)
110: R91 Stock-Based Compensation And Incentive Performance HTML 80K
Plans (CEO Inducement Grant) (Details)
111: R92 Investments and Joint Ventures (Equity Method HTML 43K
Investment) (Details)
112: R93 Financial Instruments Measured at Fair Value HTML 66K
(Assets and Liabilities Measured at Fair Value on
a Recurring Basis) (Details)
113: R94 Financial Instruments Measured at Fair Value HTML 69K
(Narrative) (Details)
114: R95 Financial Instruments Measured at Fair Value HTML 45K
(Summary of Level 3 Activity) (Details)
115: R96 Commitments and Contingencies (Operating Lease HTML 58K
Future Minimum Payments) (Details)
116: R97 Commitments and Contingencies (Legal Proceedings) HTML 42K
(Details)
117: R98 Defined Contribution Plans (Details) HTML 38K
118: R99 Segment Information (Segment Data) (Details) HTML 110K
119: R100 Segment Information (Net Sales) (Details) HTML 61K
120: R101 Segment Information (Long-lived Assets) (Details) HTML 42K
121: R102 Quarterly Financial Data (Unaudited) (Schedule of HTML 101K
Quarterly Data) (Details)
122: R103 Quarterly Financial Data (Unaudited) (Narrative) HTML 106K
(Details)
123: R104 Subsequent Events (Details) HTML 40K
124: R105 Schedule II - Valuation and Qualifying Accounts HTML 49K
(Details)
125: R9999 Uncategorized Items - hain-20190630.xml HTML 42K
127: XML IDEA XML File -- Filing Summary XML 225K
126: EXCEL IDEA Workbook of Financial Reports XLSX 151K
14: EX-101.INS XBRL Instance -- hain-20190630 XML 3.76M
16: EX-101.CAL XBRL Calculations -- hain-20190630_cal XML 386K
17: EX-101.DEF XBRL Definitions -- hain-20190630_def XML 1.05M
18: EX-101.LAB XBRL Labels -- hain-20190630_lab XML 2.34M
19: EX-101.PRE XBRL Presentations -- hain-20190630_pre XML 1.60M
15: EX-101.SCH XBRL Schema -- hain-20190630 XSD 240K
128: ZIP XBRL Zipped Folder -- 0000910406-19-000077-xbrl Zip 372K
‘EX-4.2’ — Instrument Defining the Rights of Security Holders
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
As of August 29, 2019, The Hain Celestial Group, Inc., a Delaware corporation (the “Company,”“we,”“us,” or “our”), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: Common Stock, par value $.01 per share (the “Common Stock”). The following summary includes a brief description of the Common Stock, as well as certain related additional information. The summary is not complete and is qualified in its entirety by reference to the
Company’s Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) and Amended and Restated By-Laws (“By-Laws”).
Authorized Shares
Pursuant to the Certificate of Incorporation, the total number of shares of stock that the
Company has authority to issue is 155,000,000 shares, consisting of 150,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, par value $.01 per share (the “Preferred Stock”).
As of August 29, 2019, there are no shares of Preferred Stock outstanding. The Company’s Board of Directors is authorized to issue Preferred Stock with such voting, dividend, liquidation, conversion, or other rights, privileges and limitations as the Board of Directors may from time to time determine, which could affect the relative voting power or other rights of the holders of Common Stock.
Voting Rights
Each
share of Common Stock entitles the holder to one vote on each matter voted on by stockholders. Under Article II, Section 8 of the Company’s By-Laws, unless otherwise required by statute, the Certificate Incorporation or the By-Laws, any corporate action to be taken by vote of the stockholders shall be authorized by a majority of the votes cast by the holders of shares present in person or represented by proxy and entitled to vote on such action at a meeting of stockholders at which a quorum is present. With respect to the election of directors, at each meeting of stockholders for the election of directors at which a quorum is present, the persons receiving a majority of the votes cast at such election shall be
elected, provided, however, that at any meeting of stockholders for which the Secretary of the Company determines that the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented in person or represented by proxy at such meeting and entitled to vote on the election of directors. There is no cumulative voting.
Dividend Rights
Subject to any rights of holders of any Preferred Stock that may be issued in the future, holders of Common Stock have the right to receive dividends when, as and if declared by the Company’s Board
of Directors out of funds legally available for that purpose.
Liquidation Rights
Subject to any preferential rights of holders of any Preferred Stock that may be issued in the future, holders of Common Stock will share ratably in all assets legally available for distribution to our stockholders in the event of liquidation or dissolution of the Company.
Other Rights
Our Common Stock has no conversion rights, sinking fund provisions, redemption provisions or preemptive rights.
Nasdaq
Listing
Our Common Stock is listed on the Nasdaq Global Select Market under the ticker symbol “HAIN.”
Potential Anti-takeover Effects of the Preferred Stock
The Company’s Board of Directors is authorized to issue Preferred Stock with voting, dividend, liquidation, conversion, or other rights that may have an effect of delaying, deferring or preventing a change in control of the Company. See Part I, Item 1A, “Risk
Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019, to which this Exhibit 4.2 is attached, under the heading “Our ability to issue preferred stock may deter takeover attempts.”
Dates Referenced Herein and Documents Incorporated by Reference
