LAKE SUCCESS, N.Y.,
Nov. 6, 2018 /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 Board of Directors (the "Board") has made
an inducement award to the new President and Chief Executive
Officer, Mark L. Schiller, effective
November 6, 2018. The approved
award was made pursuant to the Company's previously announced
agreement with Schiller and is material to his acceptance of
employment with the Company, in accordance with NASDAQ Listing Rule
5635(c)(4).
Schiller will receive a one-time inducement award of 1,050,000
performance-vesting restricted stock units that will vest, if at
all, subject to and based on the Company's achievement of certain
pre-established performance goals with respect to compound annual
total shareholder return at the end of a three-year performance
period (the "Inducement Award"), subject to an earlier
determination date and shorter performance period upon a qualifying
termination of Schiller's employment or a change in control.
This represents the total long-term incentive opportunity during
this multi-year period.
The Inducement Award was granted outside of the Company's
current equity compensation plan approved by the Company's
shareholders and was approved by the Board in reliance on the
employment inducement exception to shareholder approval provided
under NASDAQ Listing Rule 5635(c)(4) which requires
public announcement of inducement awards. Pursuant to the
requirements of that rule, Hain Celestial is issuing this press
release. The Inducement Award and Schiller's Employment
Agreement are described in more detail in the Company's Form 8-K
filed with the Securities and Exchange Commission regarding
Schiller's appointment.
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 Alba Botanica®, Almond Dream®, Arrowhead
Mills®, Avalon Organics®, Bearitos®, Better Bean®, BluePrint®,
Casbah®, Celestial Seasonings®, Clarks™, Coconut Dream®, Cully
& Sully®, Danival®, DeBoles®, Earth's Best®, Ella's Kitchen®,
Empire®, Europe's Best®, Farmhouse
Fare™, Frank Cooper's®, FreeBird®,
Gale's®, Garden of Eatin'®, GG UniqueFiber™, Hain Pure Foods®,
Hartley's®, Health Valley®, Imagine®, JĀSÖN®, Johnson's Juice Co.®,
Joya®, Kosher Valley®, Lima®, Linda
McCartney's® (under license), Live Clean®, MaraNatha®,
Mary Berry (under license), Natumi®,
New Covent Garden Soup Co.®, Orchard House®, Plainville Farms®,
Queen Helene®, Rice Dream®, Robertson's®, Rudi's Gluten-Free
Bakery®, Rudi's Organic Bakery®, Sensible Portions®, Spectrum
Organics®, Soy Dream®, Sun-Pat®, Sunripe®, SunSpire®, Terra®, The
Greek Gods®, Tilda®, Walnut Acres®, WestSoy®, Yorkshire Provender®,
Yves Veggie Cuisine® and William's™. Hain Celestial has been
providing A Healthier Way of LifeTM since 1993. For more
information, visit www.hain.com.
Safe Harbor Statement
Certain statements contained in this press release constitute
"forward-looking statements" within the meaning of federal
securities laws, including 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", or
"future" 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 matters. You can also
identify forward-looking statements by discussions of results of
operations and strategy, including our four-point strategic plan of
investing in top brands and capabilities to grow globally,
delivering on Project Terra cost savings, continually enhancing
leadership across the organization, and brand positioning to create
long term value for the Company's stockholders.
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 our ability to execute and realize cost
savings initiatives, including, but not limited to, cost reduction
initiatives under Project Terra and stock-keeping unit ("SKU")
rationalization plans and the other risks detailed from
time-to-time in the Company's reports filed with the United States
Securities and Exchange Commission, including the Annual Report on
Form 10-K for the fiscal year ended June 30,
2018, and our quarterly reports. As a result of the
foregoing and other factors, the Company cannot provide any
assurance regarding 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.