Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨		Definitive Proxy Statement

x		Definitive Additional Materials

¨		Soliciting Material Pursuant to §240.14a-12

THE HAIN CELESTIAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:


* Exercise Your Right to Vote * Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 20, 2014
				Meeting lnformation
*THE HAIN CELESTIAL GROUP, INC.*				Meeting Type: Annual Meeting
				For holders as of: September 25, 2014
				Date: November 20, 2014 Time: 11:00 AM EST
				Location: 1111 Marcus Avenue
				Lake Success, NY 11042

				You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.
				See the reverse side of this notice to obtain proxy materials and voting instructions.


		Broadridge Internal Use Only
		Job #
		Envelope #
		Sequence #
		# of # Sequence #

0000220625_1 R1.0.0.51160

— Before You Vote —

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:
1. Annual Report 2. Notice & Proxy Statement

How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
	1) BY INTERNET:	www.proxyvote.com
	2) BY TELEPHONE:	1-800-579-1639
	3) BY E-MAIL:*	sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before November 06, 2014 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods



		Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

		Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.

		Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.				Internal Use Only

0000220625_2 R1.0.0.51160

Voting items

The Board of Directors recommends that you

vote FOR the following:

Election of Directors

LOGO

Nominees

Irwin D. Simon

02 Richard C. Berke

03 Jack Futterman

04 Andrew R. Heyer

05 Roger Meltzer

Scott M. O’Neil

07 Adrianne Shapira

08 Lawrence S. Zilavy

The Board of Directors recommends you vote FOR the following proposal (s):

To approve an amendment of the Amended and Restated By-Laws of The Hain Celestial Group, Inc.;

To approve an amendment of the Amended and Restated Certificate of Incorporation of The Hain Celestial Group, Inc.;

To approve the 2015-2019 Executive Incentive Plan;

To approve, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended June 30, 2014, as set forth in the proxy statement;

To approve the Amended and Restated 2002 Long Term Incentive and Stock Award Plan; and

To ratify the appointment of Ernst & Young LLP as the Company’s registered independent accountants for the fiscal year ending June 30, 2015.