0000916789FALSE00009167892022-05-172022-05-170000916789dei:OtherAddressMember2022-05-172022-05-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported)  May 17, 2022
hele-20220517_g1.jpg
 
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)

Commission File Number:  001-14669
Bermuda   74-2692550
(State or other jurisdiction   (IRS Employer
of incorporation)   Identification No.)

Clarendon House
2 Church Street
Hamilton, Bermuda
(Address of principal executive offices)
 
One Helen Of Troy Plaza
El Paso, Texas 79912
(Registrant's United States mailing address)

915-225-8000
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 
Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares, $0.10 par value per share   HELE   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    




Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Agreement with Chief Legal Officer

On May 17, 2022, the Company and Helen of Troy Nevada Corporation, a wholly-owned subsidiary of the Company, entered into an agreement with Tessa Judge, the Company’s Chief Legal Officer (“CLO”), which provides certain benefits to Ms. Judge if her employment is terminated under certain qualifying events as described in the agreement (the “CLO Severance Agreement”).

The CLO Severance Agreement provides for certain payments and benefits if Ms. Judge’s employment is terminated, as described below:
Termination by Ms. Judge For Good Reason or by Company Other Than For Cause (Not in Connection With a Change of Control). If Ms. Judge’s employment is terminated by Ms. Judge for Good Reason (other than due to Retirement Termination of Employment (as defined below)) or by the Company other than for Cause, death, disability or Retirement Termination of Employment, then she will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to her as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Helen of Troy Limited 2011 Annual Incentive Plan and successor plans (the “Annual Incentive Plan”) or the Helen of Troy Limited Amended and Restated 2008 Stock Incentive Plan, the Helen of Troy Limited 2018 Stock Incentive Plan and successor plans (collectively, the “Stock Incentive Plan”)), (2) a cash payment equal to Ms. Judge’s then-applicable annual base salary, (3) a bonus of 100% of the target annual incentive under the Annual Incentive Plan for the year in which the termination occurred, (4) a pro rata bonus under the Annual Incentive Plan for the year in which the termination occurred, based upon the actual performance of the Company at the end of such performance period, (5) a pro rata portion of any performance-based compensation that would be vested or otherwise payable under the Stock Incentive Plan, based upon the actual performance of the Company at the end of the performance periods for the periods during which the termination occurred, (6) immediate vesting of a pro rata portion of any installment of time-vested restricted stock units (“RSUs”), time-vested restricted stock awards (“RSAs”) and time-vested options issued under the Stock Incentive Plan that would have vested following the date of termination and (7) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Ms. Judge and her family for a maximum of 12 months after the date of termination or until Ms. Judge is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 12 months. All payments and benefits due to Ms. Judge, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Ms. Judge’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the CLO Severance Agreement.
Termination by Ms. Judge for Good Reason or by Company Other Than For Cause (In Connection With a Change of Control). Under the CLO Severance Agreement, if Ms. Judge’s employment is terminated by Ms. Judge for Good Reason (other than due to Retirement Termination of Employment) or by the Company other than for Cause, death, disability or Retirement Termination of Employment within six months prior to, on, or within eighteen months following a change of control, then she will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to her as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Annual Incentive Plan or the Stock Incentive Plan), (2) a cash payment equal to 150% of: (A) Ms. Judge’s then-applicable annual base salary at the date of termination of employment, plus (B) an amount equal to the target annual incentive under the Annual Incentive
2


Plan for the performance period in which her employment terminated, payable in a lump sum, (3) the pro rata portion of the target amount of any annual incentive compensation under the Annual Incentive Plan for the period in which the termination occurred, (4) immediate vesting of all unvested, time-vested RSUs and unvested, time-vested RSAs issued under the Stock Incentive Plan that are outstanding immediately prior to the date of termination, (5) immediate vesting of all unvested, time-vested options granted under the Stock Incentive Plan that are outstanding as of immediately prior to the date of termination and an extended exercisability period for such options, (6) immediate vesting based on assumed performance attainment at target levels of all unvested performance-based RSUs and unvested performance-based RSAs issued under the Stock Incentive Plan that are outstanding as of immediately prior to the date of termination and (7) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Ms. Judge and her family for a maximum of 18 months after the date of termination or until Ms. Judge is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months. In the event any outstanding equity awards issued pursuant to the 2018 Stock Incentive Plan are not assumed in connection with a change of control, such awards will immediately vest in accordance with the terms of the 2018 Stock Incentive Plan. All payments and benefits due to Ms. Judge, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Ms. Judge’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the CLO Severance Agreement.
Retirement Benefits. If Ms. Judge, by written notice to the Company, voluntarily terminates her employment with the Company for any reason other than for Cause, death or Good Reason any time after the date (a) the sum of Ms. Judge’s age and number of years of service of employment with the Company or any of its affiliates or subsidiaries is 65 and (b) Ms. Judge attains ten consecutive years of employment with the Company or any of its affiliates or subsidiaries (“Retirement Termination of Employment”), Ms. Judge will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to her as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Annual Incentive Plan or the Stock Incentive Plan), (2) the continued vesting of any performance-based Eligible RSAs (as defined below) at the same time that such Eligible RSAs would otherwise become eligible to vest if the Compensation Committee, in its reasonable discretion, determines the Eligible RSAs would be vested under the Stock Incentive Plan for the performance period during which Ms. Judge’s employment with the Company was terminated had Ms. Judge’s employment not been terminated, based upon the Company’s actual performance at the end of such performance period (where “Eligible RSAs” means, with respect to each award of RSAs granted under the Stock Incentive Plan that is not fully vested, each unvested RSA that has a grant date that is at least six months before the date of termination; provided that Eligible RSAs do not include RSAs for which acceleration would not be permitted under these circumstances pursuant to the terms of the applicable award agreement), (3) the continued vesting of the pro rata portion of any unvested tranche of time-vested Eligible RSAs and (4) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Ms. Judge and her family for a maximum of 18 months after the date of termination or until Ms. Judge is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months. All payments and benefits due to Ms. Judge, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Ms. Judge’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the CLO Severance Agreement.
3


If any payments, awards or benefits are owed to Ms. Judge in connection with a change of control as described in the second bullet point above, then Ms. Judge will not be entitled to any payment or benefit as a result of termination by Ms. Judge for Good Reason or by the Company other than for Cause (not in connection with a change of control) described in the first bullet point above. If Ms. Judge is eligible for payments, awards or benefits in connection with a change of control and for the retirement benefits described in the third bullet point above, then she will be awarded the payments, awards or benefits associated with a change of control and will not be entitled to any retirement benefits; in addition, if, following the end of the relevant performance period for the performance-based RSAs that Ms. Judge received, the number of Eligible RSAs that would have vested in the case of Ms. Judge’s retirement is greater than the number of performance-based RSAs that actually vested, then Ms. Judge will also be entitled to the positive difference thereof.
Generally, a change of control will have the same meaning under the CLO Severance Agreement as defined under the 2018 Stock Incentive Plan.
“Good Reason” means, generally, the occurrence of any of the following without Ms. Judge’s consent: (a) Ms. Judge is not vested with the powers and authority of the Chief Legal Officer, or there is a significant change by the Company in Ms. Judge’s functions, duties or responsibilities which would cause her position to become of less responsibility or scope; (b) a material reduction by the Company in Ms. Judge’s base salary; (c) the Company requires Ms. Judge to move her residence more than fifty miles from El Paso, Texas; or (d) any successor refuses to assume the CLO Severance Agreement in accordance with its terms. Good Reason only occurs if (1) Ms. Judge delivers written notice to the Company of the occurrence of the event that constitutes Good Reason within 90 days of learning of the initial existence of the event, (2) the Company fails to remedy the event within 30 days of the delivery of such notice and (3) Ms. Judge terminates her employment no later than 30 days following the end of such cure period.

“Cause” includes, generally, (a) fraud, embezzlement or similar action; (b) material breach of any written policy of the Company; (c) any act of dishonesty which is injurious to the business reputation of the Company or violation of the Company’s insider trading policy; (d) failure to perform material duties, including the failure to follow the directions of the Board or the Chief Executive Officer; or (e) the breach of any fiduciary duty owed to the Company and/or its shareholders.

In consideration for the payment and benefits provided under the CLO Severance Agreement, Ms. Judge will be subject to reasonable and necessary restrictive covenants to protect the Company, including restrictions on disparagement of the Company or its officers, directors, employees or agents in any manner likely to be harmful to it or them or its or their business, business reputation or personal reputation.

The foregoing description of the CLO Severance Agreement is a summary and is qualified in its entirety by reference to the text of the CLO Severance Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Agreement with Chief Operating Officer

On May 17, 2022, the Company and Helen of Troy Nevada Corporation, a wholly-owned subsidiary of the Company, entered into an agreement with Noel Geoffroy, the Company’s Chief Operating Officer (“COO”), which provides certain benefits to Ms. Geoffroy if her employment is terminated under certain qualifying events as described in the agreement (the “COO Severance Agreement”).

The COO Severance Agreement provides for certain payments and benefits if Ms. Geoffroy’s employment is terminated, as described below:
Termination by Ms. Geoffroy For Good Reason or by Company Other Than For Cause (Not in Connection With a Change of Control). If Ms. Geoffroy’s employment is terminated by Ms.
4


Geoffroy for Good Reason (other than due to Retirement Termination of Employment (as defined below)) or by the Company other than for Cause, death, disability or Retirement Termination of Employment, then she will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to her as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Annual Incentive Plan or the Stock Incentive Plan), (2) a cash payment equal to Ms. Geoffroy’s then-applicable annual base salary, (3) a bonus of 100% of the target annual incentive under the Annual Incentive Plan for the year in which the termination occurred, (4) a pro rata bonus under the Annual Incentive Plan for the year in which the termination occurred, based upon the actual performance of the Company at the end of such performance period, (5) a pro rata portion of any performance-based compensation that would be vested or otherwise payable under the Stock Incentive Plan, based upon the actual performance of the Company at the end of the performance periods for the periods during which the termination occurred, (6) immediate vesting of a pro rata portion of any installment of time-vested RSUs, time-vested RSAs and time-vested options issued under the Stock Incentive Plan that would have vested following the date of termination and (7) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Ms. Geoffroy and her family for a maximum of 12 months after the date of termination or until Ms. Geoffroy is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 12 months. All payments and benefits due to Ms. Geoffroy, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Ms. Geoffroy’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the COO Severance Agreement.
Termination by Ms. Geoffroy for Good Reason or by Company Other Than For Cause (In Connection With a Change of Control). Under the COO Severance Agreement, if Ms. Geoffroy’s employment is terminated by Ms. Geoffroy for Good Reason (other than due to Retirement Termination of Employment) or by the Company other than for Cause, death, disability or Retirement Termination of Employment within six months prior to, on, or within eighteen months following a change of control, then she will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to her as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Annual Incentive Plan or the Stock Incentive Plan), (2) a cash payment equal to 150% of: (A) Ms. Geoffroy’s then-applicable annual base salary at the date of termination of employment, plus (B) an amount equal to the target annual incentive under the Annual Incentive Plan for the performance period in which her employment terminated, payable in a lump sum, (3) the pro rata portion of the target amount of any annual incentive compensation under the Annual Incentive Plan for the period in which the termination occurred, (4) immediate vesting of all unvested, time-vested RSUs and unvested, time-vested RSAs issued under the Stock Incentive Plan that are outstanding immediately prior to the date of termination, (5) immediate vesting of all unvested, time-vested options granted under the Stock Incentive Plan that are outstanding as of immediately prior to the date of termination and an extended exercisability period for such options, (6) immediate vesting based on assumed performance attainment at target levels of all unvested performance-based RSUs and unvested performance-based RSAs issued under the Stock Incentive Plan that are outstanding as of immediately prior to the date of termination and (7) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Ms. Geoffroy and her family for a maximum of 18 months after the date of termination or until Ms. Geoffroy is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months. In the event any outstanding equity awards issued pursuant to the 2018 Stock Incentive Plan are not assumed in connection with a change of control, such awards will immediately vest in accordance with the terms of the 2018 Stock Incentive Plan. All payments and benefits due to Ms. Geoffroy,
5


other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Ms. Geoffroy’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the COO Severance Agreement.
Retirement Benefits. If Ms. Geoffroy, by written notice to the Company, voluntarily terminates her employment with the Company for any reason other than for Cause, death or Good Reason any time after the date (a) the sum of Ms. Geoffroy’s age and number of years of service of employment with the Company or any of its affiliates or subsidiaries is 65 and (b) Ms. Geoffroy attains ten consecutive years of employment with the Company or any of its affiliates or subsidiaries (“Retirement Termination of Employment”), Ms. Geoffroy will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to her as of the date of termination (including any unpaid cash or equity incentive payment earned and vested prior to the effective date of such termination under the Annual Incentive Plan or the Stock Incentive Plan), (2) the continued vesting of any performance-based Eligible RSAs (as defined below) at the same time that such Eligible RSAs would otherwise become eligible to vest if the Compensation Committee, in its reasonable discretion, determines the Eligible RSAs would be vested under the Stock Incentive Plan for the performance period during which Ms. Geoffroy’s employment with the Company was terminated had Ms. Geoffroy’s employment not been terminated, based upon the Company’s actual performance at the end of such performance period (where “Eligible RSAs” means, with respect to each award of RSAs granted under the Stock Incentive Plan that is not fully vested, each unvested RSA that has a grant date that is at least six months before the date of termination; provided that Eligible RSAs do not include RSAs for which acceleration would not be permitted under these circumstances pursuant to the terms of the applicable award agreement), (3) the continued vesting of the pro rata portion of any unvested tranche of time-vested Eligible RSAs and (4) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Ms. Geoffroy and her family for a maximum of 18 months after the date of termination or until Ms. Geoffroy is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months. All payments and benefits due to Ms. Geoffroy, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Ms. Geoffroy’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the COO Severance Agreement.
If any payments, awards or benefits are owed to Ms. Geoffroy in connection with a change of control as described in the second bullet point above, then Ms. Geoffroy will not be entitled to any payment or benefit as a result of termination by Ms. Geoffroy for Good Reason or by the Company other than for Cause (not in connection with a change of control) described in the first bullet point above. If Ms. Geoffroy is eligible for payments, awards or benefits in connection with a change of control and for the retirement benefits described in the third bullet point above, then she will be awarded the payments, awards or benefits associated with a change of control and will not be entitled to any retirement benefits; in addition, if, following the end of the relevant performance period for the performance-based RSAs that Ms. Geoffroy received, the number of Eligible RSAs that would have vested in the case of Ms. Geoffroy’s retirement is greater than the number of performance-based RSAs that actually vested, then Ms. Geoffroy will also be entitled to the positive difference thereof.
Generally, a change of control will have the same meaning under the COO Severance Agreement as defined under the 2018 Stock Incentive Plan.
“Good Reason” means, generally, the occurrence of any of the following without Ms. Geoffroy’s consent: (a) Ms. Geoffroy is not vested with the powers and authority of the Chief Operating Officer, or there is a significant change by the Company in Ms. Geoffroy’s functions, duties or responsibilities which would
6


cause her position to become of less responsibility or scope; (b) a material reduction by the Company in Ms. Geoffroy’s base salary; (c) the Company requires Ms. Geoffroy to move her residence more than fifty miles from Dallas, Texas; or (d) any successor refuses to assume the COO Severance Agreement in accordance with its terms. Good Reason only occurs if (1) Ms. Geoffroy delivers written notice to the Company of the occurrence of the event that constitutes Good Reason within 90 days of learning of the initial existence of the event, (2) the Company fails to remedy the event within 30 days of the delivery of such notice and (3) Ms. Geoffroy terminates her employment no later than 30 days following the end of such cure period.

“Cause” includes, generally, (a) fraud, embezzlement or similar action; (b) material breach of any written policy of the Company; (c) any act of dishonesty which is injurious to the business reputation of the Company or violation of the Company’s insider trading policy; (d) failure to perform material duties, including the failure to follow the directions of the Board or the Chief Executive Officer; or (e) the breach of any fiduciary duty owed to the Company and/or its shareholders.

In consideration for the payment and benefits provided under the COO Severance Agreement, Ms. Geoffroy will be subject to reasonable and necessary restrictive covenants to protect the Company, including restrictions on disparagement of the Company or its officers, directors, employees or agents in any manner likely to be harmful to it or them or its or their business, business reputation or personal reputation.

The foregoing description of the COO Severance Agreement is a summary and is qualified in its entirety by reference to the text of the COO Severance Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)        Exhibits

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  HELEN OF TROY LIMITED
   
Date: May 20, 2022 /s/ Matthew J. Osberg
  Matthew J. Osberg
  Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
7
Helen of Troy (NASDAQ:HELE)
Historical Stock Chart
From Oct 2022 to Nov 2022 Click Here for more Helen of Troy Charts.
Helen of Troy (NASDAQ:HELE)
Historical Stock Chart
From Nov 2021 to Nov 2022 Click Here for more Helen of Troy Charts.