Item 2.02 Results of Operation and Financial Condition.
On April 27, 2022, Helen of Troy Limited (the "Company", "our", "we" or "us")
issued a press release announcing the results for its fiscal quarter and year
ended February 28, 2022. With this Form 8-K, we are furnishing a copy of
the press release (attached hereto as Exhibit 99.1). The press release is also
provided on the Investor Relations Page of our website at:
http://www.helenoftroy.com. The information contained on this website is not
included as a part of, or incorporated by reference into, this report.
Certain written and oral statements made by the Company and subsidiaries of the
Company may constitute "forward-looking statements" as defined under the Private
Securities Litigation Reform Act of 1995. This includes statements made in this
Form 8-K and the exhibits attached hereto, in other filings with the SEC, and in
certain other oral and written presentations. Generally, the words
"anticipates", "believes", "expects", "plans", "may", "will", "would", "should",
"seeks", "estimates", "project", "predict", "potential", "currently",
"continue", "intends", "outlook", "forecasts", "could", and other similar words
identify forward-looking statements. All statements that address operating
results, events or developments that the Company expects or anticipates may
occur in the future, including statements related to sales, earnings per share
results, and statements expressing general expectations about future operating
results, are forward-looking statements and are based upon its current
expectations and various assumptions. The Company believes there is a reasonable
basis for these expectations and assumptions, but there can be no assurance that
the Company will realize these expectations or that these assumptions will prove
correct. Forward-looking statements are subject to risks that could cause them
to differ materially from actual results. Accordingly, the Company cautions
readers not to place undue reliance on forward-looking statements. The
forward-looking statements contained in this Form 8-K and the exhibits attached
hereto should be read in conjunction with, and are subject to and qualified by,
the risks described in the Company's Form 10-K for the year ended February 28,
2022, and in the Company's other filings with the SEC. Investors are urged to
refer to the risk factors referred to above for a description of these risks.
Such risks include, among others, the occurrence of cyber incidents or failure
by the Company or its third-party service providers to maintain cybersecurity
and the integrity of confidential internal or customer data, a cybersecurity
breach, obsolescence or interruptions in the operation of the Company's central
global Enterprise Resource Planning systems and other peripheral information
systems, the geographic concentration and peak season capacity of certain U.S.
distribution facilities which increase its risk to disruptions that could affect
the Company's ability to deliver products in a timely manner, the Company's
ability to successfully manage the demand, supply, and operational challenges
associated with the actual or perceived effects of COVID-19 and any similar
future public health crisis, pandemic or epidemic, the Company's ability to
develop and introduce a continuing stream of innovative new products to meet
changing consumer preferences, actions taken by large customers that may
adversely affect the Company's gross profit and operating results, the Company's
dependence on sales to several large customers and the risks associated with any
loss of, or substantial decline in, sales to top customers, the Company's
dependence on third-party manufacturers, most of which are located in Asia, and
any inability to obtain products from such manufacturers, the Company's ability
to deliver products to its customers in a timely manner and according to their
fulfillment standards, the risks associated with trade barriers, exchange
controls, expropriations, and other risks associated with domestic and foreign
operations including uncertainty and business interruptions resulting from
political changes and actions in the U.S. and abroad, such as the current
conflict between Russia and Ukraine, and volatility in the global credit and
financial markets and economy, the Company's dependence on the strength of
retail economies and vulnerabilities to any prolonged economic downturn,
including a future downturn from the effects of COVID-19, risks associated with
the use of licensed trademarks from or to third parties, risks associated with
weather conditions, the duration and severity of the cold and flu season and
other related factors, the Company's reliance on its Chief Executive Officer and
a limited number of other key senior officers to operate its business,
expectations regarding recent acquisitions (including Curlsmith and Osprey) and
any future acquisitions or divestitures, including the Company's ability to
realize related synergies along with its ability to effectively integrate
acquired businesses or disaggregate divested businesses, the risks of potential
changes in laws and regulations, including
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environmental, employment and health and safety and tax laws, and the costs and
complexities of compliance with such laws, the risks associated with increased
focus and expectations on climate change and other environmental, social and
governance matters, the risks associated with significant changes in or the
Company's compliance with regulations, interpretations or product certification
requirements, the risks associated with global legal developments regarding
privacy and data security that could result in changes to its business
practices, penalties, increased cost of operations, or otherwise harm the
business, the Company's ability to continue to avoid classification as a
Controlled Foreign Corporation, the risks associated with legislation enacted in
Bermuda and Barbados in response to the European Union's review of harmful tax
competition, the risks associated with accounting for tax positions and the
resolution of tax disputes, the risks of significant tariffs or other
restrictions being placed on imports from China, Mexico or Vietnam or any
retaliatory trade measures taken by China, Mexico or Vietnam, the risks
associated with product recalls, product liability and other claims against the
Company, and associated financial risks including but not limited to,
significant impairment of the Company's goodwill, indefinite-lived and
definite-lived intangible assets or other long-lived assets, increased costs of
raw materials, energy and transportation, the risks to the Company's liquidity
or cost of capital which may be materially adversely affected by constraints or
changes in the capital and credit markets and limitations under its financing
arrangements, risks associated with foreign currency exchange rate fluctuations,
and projections of product demand, sales and net income, which are highly
subjective in nature, and from which future sales and net income could vary in a
material amount. The Company undertakes no obligation to publicly update or
revise any forward-looking statements as a result of new information, future
events or otherwise.
The press release includes or refers to certain information that the Company
believes is non-GAAP Financial Information as contemplated by SEC Regulation G,
Rule 100. The press release contains tables that reconcile these measures to
their corresponding GAAP based measures presented in the Company's Consolidated
Statements of Income and Cash Flows. The material limitation associated with the
use of the non-GAAP financial measures is that the non-GAAP measures do not
reflect the full economic impact of the Company's activities. These non-GAAP
measures are not prepared in accordance with GAAP, are not an alternative to
GAAP financial information, and may be calculated differently than non-GAAP
financial information disclosed by other companies. Accordingly, undue reliance
should not be placed on non-GAAP information.
The information in this Item 2.02 of this Form 8-K and Exhibit 99.1 attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or any proxy statement or report or
other document we may file with the SEC, regardless of any general incorporation
language in any such filing, except as shall be expressly set forth by specific
reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On April 27, 2022, the Company announced the appointment by the Company's Board
of Directors of Noel Geoffroy, age 51, to serve as Chief Operating Officer of
the Company, effective as of May 9, 2022.
Ms. Geoffroy currently serves as Head of North America Consumer Healthcare at
Sanofi, a global healthcare company, and has held such position since January
2019. Prior to that she served in various leadership roles from December 2012 to
December 2018 at Kellogg Company, an American multinational food manufacturing
company, most recently President, US Frozen Foods. She has more than 25 years of
experience in senior roles with global and domestic responsibilities within the
consumer products industry for companies including The H.J. Heinz Company (now
known as Kraft Heinz Foods Company, a subsidiary of The Kraft Heinz Company) and
The Procter & Gamble Company. Ms. Geoffroy earned her
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bachelor's degree in Language and International Trade from Clemson University
and her Master of Business Administration degree from the Darden School of
Business at the University of Virginia.
In connection with Ms. Geoffroy's appointment as Chief Operating Officer, the
Company and Ms. Geoffroy will enter into an indemnification agreement in
substantially the same form as the indemnification agreement it has entered into
with the Company's other executive officers.
There are no arrangements or understandings between Ms. Geoffroy and any other
person pursuant to which she was appointed as an officer, and there are no
family relationships, as defined in Item 401 of Regulation S-K, between Ms.
Geoffroy and any of the Company's directors or other executive officers. Ms.
Geoffroy has not engaged in any transactions with the Company that would be
reportable under Item 404(a) of Regulation S-K.
As compensation for her service as the Company's Chief Operating Officer,
effective May 9, 2022, Ms. Geoffroy will receive compensation as follows:
•an annual base salary of $575,000;
•eligibility to receive an annual performance bonus payable in cash at a target
of 90% of Ms. Geoffroy's base salary under the Company's 2011 Annual Incentive
Plan;
•eligibility to receive a long-term incentive award under the Company's 2018
Stock Incentive Plan at a target of $1,100,000, consisting of a mix of
performance-based and time-vested incentive equity awards; the first grant of
long-term incentive awards at this level will be on May 9, 2022 and will be
prorated for the remaining fiscal year; and
•a one-time sign-on long-term incentive award grant under the Company's 2018
Stock Incentive Plan of $800,000, consisting of time-vested incentive equity
awards.
Additionally, Ms. Geoffroy will be eligible to participate in welfare and
benefit plans and programs generally available to all full-time associates of
the Company.
The Company expects to enter into a severance agreement with Ms. Geoffroy in
substantially the same form as the severance agreement it has entered into with
the Company's Chief Financial Officer, which will provide for certain benefits
upon certain qualifying terminations of her employment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated April 27, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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HELEN OF TROY LIMITED 
