LAKE SUCCESS, N.Y.,
Sept. 28, 2017 /PRNewswire/
-- The Hain Celestial Group, Inc. (NASDAQ: HAIN) ("Hain
Celestial" or the "Company"), a leading organic and natural
products company with operations in North
America, Europe,
Asia and the Middle East providing consumers with A
Healthier Way of Life™, today announced that the Company will hold
its 2017 Annual Meeting of Stockholders (the "2017 Annual Meeting")
on November 16, 2017.
The Company also announced the appointment of Dr. Celeste A. Clark, Dean
Hollis, Shervin J. Korangy,
Jack L. Sinclair, Glenn W. Welling and Dawn M. Zier to its Board of Directors (the
"Board"). After evaluating numerous candidates, including
those suggested by Engaged Capital, LLC ("Engaged Capital"), the
Board believes that these directors are highly qualified and will
bring new and valuable skills to Hain Celestial's Board. Each
appointee will be included in Hain Celestial's slate of director
nominees for election at the 2017 Annual Meeting; three of the
Company's current directors will not stand for re-election at that
meeting. With these changes after the 2017 Annual Meeting,
the Board will be comprised of eleven directors, ten of whom are
independent.
In connection with today's announcement, the Company has entered
into a mutual cooperation agreement with Engaged Capital. The
full agreement with Engaged Capital will be filed in a Form 8-K
with the Securities and Exchange Commission later today, and all of
the directors' biographies are available on the Company's website
under Investor Relations.
"Over the last year, we have identified and executed upon a
number of strategic initiatives and have put in place the building
blocks to help drive our next phase of growth. We are focused
on continuing to execute against our Four-Point Strategic Plan to:
Invest in Top Brands and Capabilities to Grow Globally, Expand
Project Terra Cost Savings, Enhance the Leadership Team to Deliver
our Strategic Plan and Return Capital to Shareholders. In
line with our commitment to strengthen our leadership team,
including our Board of Directors, I am pleased to announce the
addition of six, highly-qualified independent directors, who will
add valuable industry experience and new perspective to our Board,"
said Irwin D. Simon, Founder,
President and Chief Executive Officer of Hain Celestial.
"Thank you to our current Board members for their service and
many contributions to Hain Celestial. We also appreciate the
insight, constructive approach and shareholder perspective from
Glenn Welling and Engaged Capital
throughout this process. Hain Celestial is well positioned
among some of the fastest-growing trends, categories and channels
in consumer products around the world today. We remain
excited about the opportunities ahead and look forward to working
collaboratively with our new Board members."
Glenn W. Welling, Founder and
Chief Investment Officer of Engaged Capital commented, "We are
pleased to have been able to work so constructively with
Irwin Simon and members of the Board
on this important step toward enhancing value creation for all
shareholders. The Board will benefit from the infusion of
skills and experience in consumer packaged goods, grocery and
retail, operations, and capital allocation. The enhanced Board,
which now includes a majority of newly appointed directors, is an
important step towards ensuring Hain Celestial continues to create
extraordinary value for shareholders. Hain Celestial is a
great business with significant opportunities for growth and margin
expansion, and I look forward to working with the management team
and the Board to help realize the Company's full potential."
About The Hain Celestial Group, Inc.
The Hain
Celestial Group (Nasdaq: HAIN), headquartered in Lake Success, NY, is a leading organic and
natural products company with operations in North America, Europe, Asia
and the Middle East. Hain
Celestial participates in many natural categories with well-known
brands that include Celestial Seasonings®, Earth's
Best®, Ella's Kitchen®, Terra®,
Garden of Eatin'®, Sensible Portions®, Health
Valley®, Arrowhead Mills®,
MaraNatha®, SunSpire®, DeBoles®,
Casbah®, Rudi's Organic Bakery®, Hain Pure
Foods®, Spectrum®, Spectrum
Essentials®, Imagine®, Almond
Dream®, Rice Dream®, Soy Dream®,
WestSoy®, The Greek Gods®,
BluePrint®, FreeBird®, Plainville
Farms®, Empire®, Kosher Valley®,
Yves Veggie Cuisine®, Better Bean™, Europe's Best®, Cully &
Sully®, New Covent Garden Soup Co.®,
Yorkshire Provender™, Johnson's Juice Co.®, Farmhouse
Fare®, Hartley's®, Sun-Pat®,
Gale's®, Robertson's®, Frank Cooper's®, Linda McCartney®, Lima®, Danival®,
Joya®, Natumi®, GG UniqueFiber®,
Tilda®, JASON®, Avalon Organics®,
Alba Botanica®, Live
Clean® and Queen
Helene®. Hain Celestial has been providing A
Healthier Way of Life™ since 1993. For more information, visit
www.hain.com.
About Engaged Capital:
Engaged Capital, LLC ("Engaged
Capital") was established in 2012 by a group of professionals with
significant experience in private equity investing in the public
markets and was seeded by Grosvenor Capital Management, L.P., one
of the oldest and largest global alternative investment managers.
Engaged Capital is a limited liability company owned by its
principals and formed to create long-term shareholder value by
bringing an owner's perspective to the managements and boards of
undervalued public companies. Engaged Capital's efforts and
resources are dedicated to a single investment style, "Constructive
Activism" with a focus on delivering superior, long-term,
risk-adjusted returns for investors. Engaged Capital is based in
Newport Beach, California.
Safe Harbor Statement
Certain statements contained in
this press release constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are predictions based on
expectations and projections about future events, and are not
statements of historical fact. You can identify
forward-looking statements by the use of forward-looking
terminology such as "plan", "continue", "expect", "anticipate",
"intend", "predict", "project", "estimate", "likely", "believe",
"might", "seek", "may", "will", "remain", "potential", "can",
"should", "could", "future" and similar expressions, or the
negative of those expressions, or similar words or phrases that are
predictions of or indicate future events or trends and that do not
relate solely to historical facts. You can also identify
forward-looking statements by discussions of our Four-Point
Strategic Plan and strategic initiatives and opportunities related
to driving growth. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, levels of activity, performance or achievements
of the Company, or industry results, to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements, and you should not rely on them as predictions of
future events. Forward-looking statements depend on assumptions,
data or methods that may be incorrect or imprecise and may not be
able to be realized. We do not guarantee that the transactions and
events described will happen as described (or that they will happen
at all). Such factors, include, among others, the Company's
beliefs or expectations relating to the Company's strategic plan
including its ability to generate growth and execution against such
plan and the other risks detailed from time-to-time in the
Company's reports filed with the Securities and Exchange
Commission, including the Annual Report on Form 10-K for the fiscal
year ended June 30, 2017, and our
quarterly reports. As a result of the foregoing and other
factors, no assurance can be given as to the future results, levels
of activity and achievements of the Company, and neither the
Company nor any person assumes responsibility for the accuracy and
completeness of these statements. All forward-looking
statements contained herein apply as of the date hereof or as of
the date they were made and, except as required by applicable law,
the Company disclaims any obligation to publicly update or revise
any forward-looking statement to reflects changes in underlying
assumptions or factors of new methods, future events or other
changes.
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SOURCE The Hain Celestial Group, Inc.