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THE HAIN CELESTIAL GROUP, INC.

(HAIN)
  Report
Delayed Nasdaq  -  04:00:00 2023-02-03 pm EST
21.58 USD   -2.00%
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HAIN CELESTIAL GROUP INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

06/02/2022 | 04:15pm EST
Item 5.02         Departure of Directors or Certain Officers; Election of Directors;
                  Appointment of Certain Officers; Compensatory Arrangements of Certain
                  Officers.


On June 1, 2022, the Board of Directors (the "Board") of The Hain Celestial Group, Inc. (the "Company"), upon the recommendation of the Corporate Governance and Nominating Committee of the Board, appointed Carlyn R. Taylor as a new director, effective immediately. Ms. Taylor was also appointed as a member of the Audit Committee of the Board. Ms. Taylor is expected to be nominated for reelection at the Company's 2022 annual meeting of stockholders.

Ms. Taylor has been the Global Co-Leader of Corporate Finance at FTI Consulting, Inc., a global business advisory firm, since 2016. Since 2017, Ms. Taylor has also served as a Chairperson of FTI Capital Advisors, an investment banking subsidiary of FTI Consulting. She has held various roles at FTI Consulting and its affiliates since 2002. Prior to joining FTI Consulting, Ms. Taylor spent 12 years at PricewaterhouseCoopers, first as a consultant in Price Waterhouse from 1990 to 1998 and then as a partner from 1998 to 2002, where she founded and led the telecommunication industry practice within the Financial Advisory Services group. Ms. Taylor has served as a director of Flowserve Corporation (NYSE) since August 2020.

There is no arrangement or understanding between Ms. Taylor and any other person pursuant to which Ms. Taylor was selected as a director. There have been no transactions involving Ms. Taylor that would be required to be disclosed by Item 404(a) of Regulation S-K.

The Corporate Governance and Nominating Committee of the Board has determined that (1) Ms. Taylor is "independent" as defined by applicable rules of The Nasdaq Stock Market LLC and the U.S. Securities and Exchange Commission (the "SEC") applicable to Board and Audit Committee service, and (2) Ms. Taylor is an "audit committee financial expert" as defined by applicable SEC rules.

In connection with her service as a non-employee director, Ms. Taylor will receive prorated compensation in accordance with the Company's compensation program for non-employee directors as described in the Company's proxy statement for its 2021 Annual Meeting of Stockholders, filed with the SEC on September 17, 2021. The Company also expects Ms. Taylor to enter into the Company's standard indemnification agreement for its non-employee directors.

A copy of the Company's press release issued on June 2, 2022 announcing Ms. Taylor's appointment to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.

     Exhibit No.                                           Description
  99.1                         Press Release of The Hain Celestial Group, Inc. dated June 2, 2022.
104                          Cover Page Interactive Data File (embedded within the inline XBRL
                             document).





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