Item 1.01 Entry into a Material Definitive Agreement.

Seventh Amendment to Guaranty Agreement

On August 26, 2022, Helen of Troy Limited (the "Company") and certain of the Company's subsidiaries entered into the Seventh Amendment to Guaranty Agreement (the "Guaranty Amendment") in favor of Bank of America, N.A. The Guaranty Amendment amends the Guaranty Agreement (as amended, the "Guaranty Agreement"), dated March 1, 2013, made by the Company and certain of the Company's subsidiaries in favor of Bank of America, N.A.

In connection with the Guaranty Amendment, the Company provided a Qualified Acquisition Notice (as defined in the Guaranty Agreement), which triggered temporary adjustments to the maximum Leverage Ratio (as defined in the Guaranty Agreement) as further described below. As a result of the Qualified Acquisition Notice, the maximum Leverage Ratio is 4.25 to 1.00 through May 31, 2022, 4.00 to 1.00 through February 28, 2023, 3.75 to 1.00 through May 31, 2023 and 3.50 to 1.00 thereafter. The Guaranty Agreement requires the maintenance of certain financial covenants, including a maximum Leverage Ratio and a minimum Interest Coverage Ratio (as defined in the Guaranty Agreement), and includes customary representations and warranties, and covenants, including, among other things, covenants restricting or limiting the Company and its subsidiaries, except under certain conditions set forth therein, from (1) incurring liens on any of their respective properties, (2) making certain types of investments, (3) incurring additional indebtedness, and (4) assigning or transferring certain licenses.

Sixth Supplemental Trust Indenture

As previously disclosed, on March 20, 2013, Kaz USA, Inc. ("Kaz USA"), a wholly owned subsidiary of the Company, entered into the Loan Agreement, dated as of March 1, 2013 (the "Loan Agreement"), by and between Kaz USA and Mississippi Business Finance Corporation (the "MBFC") in connection with the issuance by MBFC of taxable industrial development revenue bonds (the "Bonds"). The Bonds were issued under a Trust Indenture, dated as of March 1, 2013 (as supplemented, the "Indenture"), by and between MBFC and U.S. Bank National Association, as trustee (the "Trustee"), and are payable from payments made by Kaz USA pursuant to the Loan Agreement.

On August 26, 2022, MBFC and the Trustee entered into a Sixth Supplemental Trust Indenture (the "Sixth Supplemental Indenture"), with the consent of Kaz USA and Bank of America, N.A., the purchaser of the Bonds. The Sixth Supplemental Indenture replaced the eurodollar rate with Term SOFR (as defined in the Sixth Supplemental Indenture) as the reference interest rate under the Indenture. Following the effective date of the Sixth Supplemental Indenture, the Bonds will bear floating interest at either the Base Rate (as defined in the Indenture) or Term SOFR, plus a margin based on the Net Leverage Ratio (as defined in the Indenture) of 0% to 1.0% and 1.0% to 2.0% for Base Rate and Term SOFR borrowings, respectively, plus a credit spread of 0.10% for Term SOFR borrowings.

The foregoing descriptions of the Guaranty Amendment and the Sixth Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the Guaranty Amendment that is filed with this Current Report on Form 8-K as Exhibit 10.1 and the Sixth Supplemental Indenture that is filed with this Current Report on Form 8-K as Exhibit 10.2, each of which is incorporated by reference herein.

--------------------------------------------------------------------------------

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 24, 2022, Helen of Troy Limited, a Bermuda company (the "Company") held its Annual General Meeting (the "Annual Meeting"). The following proposals were submitted to a vote of the shareholders of the Company at the Annual Meeting:



1.      The election of the nine nominees to the Company's Board of Directors.

2.      An advisory vote on the Company's executive compensation.

3. Ratification of the appointment of Grant Thornton LLP as the Company's auditor and independent registered public accounting firm and the authorization of the Company's Audit Committee of the Board of Directors to set the auditor's remuneration.

Board of Director Election Results

The Company's nine nominees for director were each elected to serve a one-year term. The votes for each director were as follows:



    Name:                           For             Against         Abstain         Broker Non-Votes
    Krista L. Berry             22,037,362         19,120          33,623              944,808
    Vincent D. Carson           21,443,199        615,954          30,952              944,808
    Thurman K. Case             22,021,351         30,788          37,966              944,808
    Tabata L. Gomez             22,039,973         14,391          35,741              944,808
    Timothy F. Meeker           21,511,025        539,873          39,207              944,808
    Julien R. Mininberg         21,978,904         77,134          34,067              944,808
    Elena B. Otero              22,039,906         14,182          36,017              944,808
    Beryl B. Raff               22,038,069         15,343          36,693              944,808
    Darren G. Woody             21,578,947        469,700          41,458              944,808

Advisory Vote to Approve the Compensation of the Company's Named Executive Officers



The proposal to approve, on a non-binding advisory basis, the compensation of
the Company's named executive officers was approved, having received the
following votes:

                  For              Against           Abstain          Broker Non-Votes
              21,500,777         438,422           150,906               944,808

Ratification of Grant Thornton LLP as the Company's Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Grant Thornton LLP to serve as the Company's auditor and independent registered public accounting firm and to authorize the Company's Audit Committee of the Board of Directors to set the auditor's remuneration was approved. The votes were cast as follows:



                            For              Against          Abstain
                        22,909,620         100,525           24,768





                                       3

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d)    Exhibits

Exhibit Number                                               Description
                                  Seventh Amendment to Guaranty Agreement dated August 26, 2022, by
  10.1                          and among the Company and certain of the Company's subsidiaries in
                                favor of Bank of America, N.A.
  10.2                            Sixth Supplemental Trust Indenture dated August 26, 2022, by and
                                between MBFC and the Trustee.
104                             Cover Page Interactive Data File (embedded within the Inline XBRL
                                document)



                                       4

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses