UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒                 Filed by a Partyparty other than the Registrant ☐

Check the appropriate box:

THE HAIN CELESTIAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of the 20182019 Annual Meeting

and Proxy Statement

Wednesday, December 5, 2018Tuesday, November 19, 2019 at 11:9:00 a.m. Eastern Time

1111 Marcus Avenue, Lake Success, New York 11042

THE HAIN CELESTIAL GROUP, INC. 1111 Marcus Avenue Lake Success, NY 11042 516-587-5000

To the Stockholders of THE HAIN CELESTIAL GROUP, INC.:

The 20182019 Annual Meeting of Stockholders (the “Annual Meeting”) of The Hain Celestial Group, Inc. will be held on Wednesday, December 5, 2018Tuesday, November 19, 2019 at 11:9:00 a.m., Eastern Time, at 1111 Marcus Avenue, Lake Success, New YorkYork. You may also listen to the Annual Meeting by audio webcast at www.virtualshareholdermeeting.com/HAIN2019. We are holding the Annual Meeting for the following purposes:

These matters are more fully described in the attached proxy statement, which is made a part of this notice.

Only stockholders of record as of the close of business on October 15, 20183, 2019 are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. A list of these stockholders will be available for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting (and at the Annual Meeting) at our principal executive office located at 1111 Marcus Avenue, Lake Success, NY 11042, and will also be available at the Annual Meeting.New York.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBERNOVEMBER 5, 2018:19, 2019: A complete set of proxy materials relating to our Annual Meeting is available on the Internet. These materials, consisting of the Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form10-K to Stockholders for the fiscal year ended June 30, 2018,2019, may be viewed athttp://www.hain.com/proxy.proxy.

By order of the Board of Directors,

Denise M. FaltischekKristy Meringolo

ExecutiveSenior Vice President, General Counsel, Corporate

Secretary and Chief StrategyCompliance Officer

Corporate Secretary

Dated: October 29, 201811, 2019

Directions to the Annual Meeting of Stockholders

From New York City: Take the Long Island Expressway East to the Cross Island Parkway South (Exit 31S), to the Grand Central Parkway East (Exit 29E). The Grand Central Parkway becomes the Northern State Parkway. Take Exit 2525N towards Lakeville Road/New Hyde Park Road/Great Neck. Cross over Marcus Avenue into the 1111 Marcus Avenue complex. Park in HAIN designated spots in the northwest parking lot. Enter Building 1.

From Eastern Long Island: Take the Northern State Parkway West to Exit 2525S towards Lakeville Road/New Hyde Park Road/Great Neck. Turn right onto Lakeville Road. Make the first left onto Marcus Avenue. 1111 Marcus Avenue will be on the right. Park in HAIN designated spots in the northwest parking lot. Enter Building 1.

Long Island Rail Road: Take the Port Jefferson Branch Line to the New Hyde Park Station. Take a taxi or ride-hailing service to 1111 Marcus Avenue, Lake Success, New York. Enter Building 1.

Directions for Listening to the Annual Meeting by Audio Webcast

You may also listen to the Annual Meeting by audio webcast at www.virtualshareholdermeeting.com/HAIN2019. You will need to enter the control number received with your proxy materials to listen to the meeting. Please note that you will not be able to vote your shares via the webcast.

THE HAIN CELESTIAL GROUP, INC.

PROXY STATEMENT

TABLE OF CONTENTS

The Hain Celestial Group, Inc. 20182019 Proxy Statement					TOC

PROPOSAL NO. 1 ELECTION OF DIRECTORS

Cooperation AgreementGeneral

On September 27, 2017, we entered into a cooperation agreement (the “Cooperation Agreement”) with certain entities affiliated with and investment funds managed by Engaged Capital, LLC (the “Engaged Group”), which provides that all of the current directors will be nominated for election at the 2018 Annual Meeting of Stockholders. In addition, during the standstill period (the “Standstill Period”), which began on the date of the Cooperation Agreement and extends through and includes the date of the 2018 Annual Meeting of Stockholders, neither the Board nor any committee of the Board may modify the size of the Board from 11 directors without the unanimous approval of the Board. Our Board is currently composed of 11 members. The Board has unanimously approved the reduction in the size of the Board to nine directors, such reduction to be effective as of the Annual Meeting.

General

Our Board of Directors is currently composed of 11nine members, all of which eight of the current directorswhom will stand forre-election at the Annual Meeting. In connection with Mr. Simon resigning from his position as President and Chief Executive Officer, Mr. Simon has decided not to stand for re-election and, instead, has entered into a consulting agreement in order to provide for an orderly transition to the incoming Chief Executive Officer. In addition, the Board has nominated Mark Schiller, the Company’s incoming President and Chief Executive Officer, to serve as a director on the Board. It is proposed that the nominees standing for election be elected to hold office until the next Annual Meetingannual meeting of Stockholdersstockholders and until their successors are elected and qualified. In addition to Mr. Simon, Adrianne Shapira and Lawrence S. Zilavy are not standing forre-election, and the Company thanks them for their service and many contributions to the Company.

The Board has nominated, and the proxies will vote to elect, unless otherwise directed, the following individuals as members of the Board of Directors to serve until the next Annual Meetingannual meeting of Stockholdersstockholders and until their respective successors are duly elected and qualified: Richard A. Beck, Dr. Celeste A. Clark, Andrew R. Heyer, R. Dean Hollis, Shervin J. Korangy, Roger Meltzer, Mark L. Schiller, Jack L. Sinclair,Michael B. Sims, Glenn W. Welling and Dawn M. Zier. Each nominee has consented to be nominated and to serve, if elected.

8  The Hain Celestial Group, Inc. 2019 Proxy Statement					The Hain Celestial Group, Inc. 2018 Proxy Statement  7

Information about the Nominees

Richard A. Beck has been a director since October 2019. Mr. Beck is the founder of Biltmoore Consulting, a consulting firm that advises clients in operations, supply chain optimization, logistics and general management. Prior to founding Biltmoore Consulting in 2016, Mr. Beck served as Senior Vice President, Global Operations of PepsiCo, Inc., one of the world’s leading food and beverage companies, from February 2011 to April 2016. In this role, Mr. Beck established the company’s global operations function and led various successful initiatives that improved productivity, drove automation, technology and global systems and improved environmental, health and safety metrics. Prior to this, Mr. Beck had served in other roles of increasing responsibility for PepsiCo from 1993 to 2011, including President/SVP of Gatorade, SVP, PepsiCo Chicago and SVP, Operations forFrito-Lay. In these roles, Mr. Beck oversaw the manufacturing and distribution of some of PepsiCo’s key brands and led various productivity, environmental and sustainability initiatives. Prior to joining PepsiCo, Mr. Beck served in positions of increasing responsibility at General Electric from 1981 to 1993.

Key Attributes, Experience and Skills:

Mr. Beck brings extensive experience in the food and beverage industry. Through his various roles throughout his career, Mr. Beck has developed significant expertise in management, logistics and supply chain optimization, which make him a valuable contributor to the Board.

Dr. Celeste A. Clark has been a director since September 2017. Dr. Clark is currently an adjunct professor in the Department of Food Science and Human Nutrition at Michigan State University, where she has served in such position since January 2012. She also has been the principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development. She previously served as Senior Vice President, Global Policy and External Affairs of Kellogg Company, a food manufacturing company, and was theirthe Chief Sustainability Officer. She was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years in the food industry. At Kellogg Company, she was responsible for the development and implementation of health, nutrition and regulatory science initiatives globally to ensure consistency in approach and implementation. In addition, she also led global corporate communications, public affairs, philanthropy and several administrative functions. During the past five years, she has served on the boards of several public and privately held companies including Mead Johnson Nutrition Company, a pediatric nutrition company, beginning in 2011 until being acquired by Reckitt Benckiser plc;plc in 2017; Diamond Foods, Inc., a leading branded snacks supplier, beginning in 2014 until being acquired bySnyder’s-Lance, Inc. in 2016; AdvancePierre Foods Holdings, Inc., a producer and distributor ofready-to-eat sandwiches, beginning in 2016 until being acquired by Tyson Foods, Inc. in 2017; and Omega Protein Corporation, a manufacturer of fish meal and fish oils, until being acquired in 2017. In 2018, Dr. Clark was elected to the board of directors of the Wells Fargo & Company and also serves as a trustee of the W.K. Kellogg Foundation.

Key Attributes, Experience and Skills:

Dr. Clark brings significant industry experience in various nutrition, consumer products, public policy, risk management and governance matters to our Board. She also brings extensive experience on sustainability matters to the Board and serves as a key resource for our Sustainability Department. Dr. Clark has served on a number of public company boards, which have provided her with a broad understanding of the operational, financial and strategic issues facing public companies.

Andrew R. Heyer has been a director since November 2012 and previously served as a director from November 1993 until November 2009. He currently serves as the lead independent director and is the chairperson of the Audit Committee. Mr. Heyer is the CEO and Founder of Mistral Equity Partners, a private equity fund. Prior to founding Mistral Equity Partners in 2007, from 2000 through 2007 he served as a Founding Managing Partner of Trimaran Capital Partners, L.L.C. Mr. Heyer was formerly a Vice Chairman of CIBC World Markets Corp. andco-head of CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. Before Argosy, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated, and previous to that, he worked at Shearman/American Express. Mr. Heyer currently serves as a director of XpresSpa Group (NASDAQ: XSPA), Chairman of The Lovesac Company (NASDAQ: LOVE) and is the President and Director of Haymaker Acquisition Corp. (NASDAQ: HYAC). Mr. Heyer also serves as a member of the Executive Committee and Board of Trustees of the University of Pennsylvania and as Chair of the University of Pennsylvania Health System.

Key Attributes, Experience and Skills:

Mr. Heyer brings significant finance, investment, capital markets and consumer products experience to the Board. He has served on a number of public and private boards, which have provided him with a broad understanding of the operational, financial and strategic issues facing public and private companies. In addition, Mr. Heyer’s business, financial and investment experience in the consumer product and services industries makes him qualified for service on our Board.

The Hain Celestial Group, Inc. 2018 Proxy Statement  8					9The Hain Celestial Group, Inc. 2019 Proxy Statement

R. Dean Hollis has been a director since September 2017.2017 and has been Chair of the Board since December 2018. He is a senior advisor for Oaktree Capital, a $100 billion world-wideworldwide private equity firm. Prior to 2008, Mr. Hollis was President and Chief Operating Officer, ConAgra Foods, Consumer Foods and International. In that role, Mr. Hollis developed and executed a worldwide business transformation strategy, while overseeing the largest part of the ConAgra Foods portfolio, including its $12 billion consumer and customer branded businesses, consisting of over 40 global brands in 110 countries. During his 21 years with ConAgra Foods, he held many executive level positions, including: Executive Vice President, Retail Products; President, Grocery Foods; President, Frozen Foods; President, Specialty Foods; and President, Gilardi Foods. Since October 2016, he has been a director and chairpersonchair of the board of directors of SunOpta Inc., a world-wideworldwide leader in healthy foods, specializing innon-GMO and organic products. From 2008 until its recent2017 sale to Tyson Foods, Mr. Hollis served as chairpersonchair of the board of directors and on the Compensation Committeecompensation committee of AdvancePierre Foods Holdings, Inc., a producer and distributor ofready-to-eat sandwiches. Until its sale toSnyder’s-Lance Inc. in early 2016, he also served on the board of Diamond Foods, Inc., a leading branded snacks supplier, where he served on the Auditaudit and Nominatingnominating and Governance Committees.governance committees. Also, until its sale to Pinnacle Foods Inc. in January of 2016, Mr. Hollis served as chairpersonchair of the board of directors and on the Audit Committeeaudit committee of Boulder Brands, Inc., a leader and innovator in health and wellness foods. Until October 2015, he also served on the board of Landec Corporation, a developer and marketer of patented polymer products for food, agriculture and licensed partner applications, where he chaired the Compensation Committee.compensation committee.

Key Attributes, Experience and Skills:

As a result of the various positions he has held in the food industry, Mr. Hollis brings relevant operational experience to our Board. In addition, he has served on a number of public company boards, which have provided him with a broad understanding of the operational, financial and strategic issues facing public companies.

Shervin J. Korangy has been a director since September 2017. Since April 2017,May 2019, he has served as the President and Chief FinancialExecutive Officer and Head of Strategy of Beaver-Visitec InternationalBVI Medical, Inc. (“BVI”), a Texas Pacific Group portfolio company that is a global developer, manufacturer and marketer of specialized surgical products.specialty products for ophthalmic surgery. Prior to his role withbeing named President and Chief Executive Officer of BVI, Mr. Korangy served as BVI’s Chief Financial Officer and Head of Strategy from April 2017 to May 2019. Prior to joining BVI, Mr. Korangy served as a senior executive of Novartis Group AG, a diversified healthcare products company, from 2010 until March 2017. During his more than sixalmost seven years at Novartis, he served in various international capacities spanning strategy, M&A, integrations, sales & marketing and general management including serving as the Global Head of Corporate Finance based in Switzerland Business Unit Manager basedas well as commercial roles in France, and Managing Director based in the United Kingdom.Kingdom and Ireland. Previously, he was a Managing Director at The Blackstone Group, an investment firm, which he joined in 1996. During his more than 14 years at Blackstone, he served both as an advisor in the Restructuring & Reorganization business (where he worked with companies in the telecom, manufacturing, retail and financial services industries) and as an investor in the Private Equity business (where he focused on the consumer products, financial services and packaging industries). Mr. Korangy has served on the board of directors of BVI (and as member of its compensation committee) since May 2019; Motus GI, a manufacturer and marketer of medical device products for the gastroenterology, since April 2017 (and as chairperson of its Audit Committee),audit committee); and as a senior advisor to Sight Sciences LLC, a provider of surgicalmedical devices to treat glaucoma and nonsurgical systems for use by ophthalmologists and optometrists,dry eye, since June 2011. Mr. Korangy’s previous Boardcorporate board experience includes having served as a director of Pelican Rouge Group, a consumer coffee manufacturer and distributor, from 2014 to 2017 (and as chairperson of its Audit Committee)audit committee), Pinnacle Foods Inc., a manufacturer, marketer and distributor of high-quality branded food products, from 2007 to 2009, Bayview Financial, a mortgage finance company, from 2008 to 2009, Ultra Music, a worldwide music media entity, from 2005 to 2010, and as a board observer for Graham Packaging, a leading designer and manufacturer of custom blow-molded plastic containers for consumer products. Mr. Korangy has also served on the Wharton Leadership Advisory Board, established by the Center for Leadership and Change Management at The Wharton School of the University of Pennsylvania, since January 2019.

Key Attributes, Experience and Skills:

Mr. Korangy’s position as the President and Chief FinancialExecutive Officer and Head of Strategy at a global company, together with his significant financial and consumer packaged goods business experience, makes him a valuable addition to our Board of Directors. In addition to his strong financial expertise, the Company values his competencies in strategy, mergers and acquisitions, integration and general management.

10  The Hain Celestial Group, Inc. 2019 Proxy Statement					The Hain Celestial Group, Inc. 2018 Proxy Statement  9

Roger Meltzer has been a director since December 2000. Mr. Meltzer has practiced corporate and securities law for more than 40 years, representing clients in a range of finance transactions, including mergers, acquisitions and dispositions, public offerings and public and private placements of debt and equity securities. In February 2007, Mr. Meltzer joined the law firm of DLA Piper LLP (US) as a partner, Global Chair of the Corporate and Finance practice and a member of the firm’s executive committee. Mr. Meltzer is now a member of the Global Board of DLA Piper,Co-Chair of DLA Piper LLP (Americas) and GlobalCo-Chair. Prior to February 2007, he was a partner and a member of the executive committee of the law firm of Cahill Gordon & Reindel LLP.

Key Attributes, Experience and Skills:

The Company values the significant legal and financial expertise Mr. Meltzer brings to the Board through his extensive experience in corporate and securities laws as well as board governance matters. As GlobalCo-Chair of DLA Piper, Mr. Meltzer has oversight of a global law firm with lawyers located in more than 40 countries and, therefore, brings a wealth of international experience to the Board. In addition, the Board values Mr. Meltzer’s experience as the Company continuesexecutes on its strategic plan to grow through strategic acquisitions.simplify its portfolio. Finally, as the long-time legal advisor to the Company, Mr. Meltzer bringsin-depth knowledge about the Company’s history to the Board.

Mark L. Schiller has been appointed as our President and Chief Executive Officer effectivesince November 5,2018, and has been a director since December 2018. Prior to joining the Company, Mr. Schiller served as the Executive Vice President and Chief Commercial Officer for Pinnacle Foods Inc. (“Pinnacle”) commencing infrom May 2017.2017 to October 2018. In this role, Mr. Schiller led Pinnacle’s Grocery and Frozen segments and key commercial functions utilized across the entire organization, including sales, marketing strategy, innovation, product development, package design, commercialization, productivity, consumer insights and shopper marketing. Before he served as the Executive Vice President and Chief Commercial Officer, Mr. Schiller had served in other roles of increasing responsibility for Pinnacle including, from January 2015 to May 2017, he served as Executive Vice President and President North America Retail; from May 2013 to January 2015, he served as Executive Vice President and President Birds Eye Frozen Division; and from June 2010 to May 2013, he served as Executive Vice President and President Duncan Hines Grocery Division. Prior to joining Pinnacle, Mr. Schiller was employed by PepsiCo., Inc. from March 2002 to April 2010, where he served as the Senior Vice President of Frito Lay New Ventures, President of Quaker Foods and Snacks North America, and Senior Vice President and General Manager of Frito Lay Convenience Foods Division. From 1998 to 2002, Mr. Schiller was Chief Operating Officer andCo-President of Tutor Time Learning Systems, Inc., and, from 1996 to 1998, he served as president of Valley Recreation Products, Inc. Mr. Schiller began his career at the Quaker Oats Company in 1985 and served in various marketing, sales and supply chain roles.

Key Attributes, Experience and Skills:

Mr. Schiller brings significant experience in the consumer productpackaged goods industry to the Board given his tenure in the industry. Through his various roles throughout his career, he has developed extensive management leadership experience as well as strong competencies in sales, marketing strategy, innovation, product development, package design, commercialization, productivity, consumer insights and shopper marketing.

The Hain Celestial Group, Inc. 2018 Proxy Statement  10					11The Hain Celestial Group, Inc. 2019 Proxy Statement

Jack SinclairMichael B. Sims has been a director since September 2017. HeOctober 2019. Mr. Sims currently serves as Executive Vice President and Chief Financial Officer of Trugreen, a residential and commercial lawn care company. In this role, Mr. Sims is a business executive who has spent his career working in the food retail industry in both Europeresponsible for driving sustainable revenue and the United States. Since February 2018, he has served as the chief executive officerEBITDA growth through leadership of 99 Cents Only Stores LLC, a California-based dollar store operator. He first joined 99 Cents Only Stores LLC as the chief merchandising officer in August 2015.finance and supply chain management. Prior to joining 99 Cents Only Stores LLC, he spent over seven yearsTrugreen in 2019, Mr. Sims served as Senior Vice President, Chief Financial Officer and Treasurer of AdvancePierre Foods Holdings, Inc., a senior merchandising executiveproducer and distributor ofready-to-eat sandwiches, from 2012 until its acquisition by Tyson Foods, Inc., in 2017. In this role, Mr. Sims was responsible for the company’s growth-driven, margin-expansion strategy. Prior to joining AdvancePierre Foods, Mr. Sims served in roles of increasing responsibility atWal-Mart Stores, Chiquita Brands International Inc., a leading international marketer and distributor of bananas, pineapples and packaged salads, from December 20071988 to April 2015. Previously,2012, most recently serving as the company’s Senior Vice President and Chief Financial Officer from 2009 to 2012, and developed expertise in global financial operations, planning and analysis, investor relations and capital markets. Prior to that, Mr. Sinclair spent 15 years at Safeway PLC in the United Kingdom, where heSims held several senior managementvarious positions and served on its board of directors, with Arthur Young & Company (n/k/a position he left after Safeway PLC’s 2004 merger with Wm Morrison Supermarkets plc.Ernst & Young LLP).

Key Attributes, Experience and Skills:

Mr. SinclairSims brings a broad understanding of the food industry and significant global retail industry experiencefinancial expertise to the Board. In addition,Board, including through his experience as CFO of multiple consumer facing businesses. The Board also values Mr. Sinclair’s various employment experiences has given him valuable insight into the broader consumer packaged goods industry,Sims’ significant transactional experience, including with respect to merchandising, advertising, marketingacquisitions and consumer insights.divestitures.

Glenn W. Welling has been a director since September 2017. Mr. Welling has been the founder and Chief Investment Officer of Engaged Capital, LLC since its founding in 2012. Prior to founding Engaged Capital, Mr. Welling was a Principal and Managing Director at Relational Investors, LLC, an investment fund, which he joined in July 2008, where he was responsible for managing the fund’s consumer, healthcare and utility investments. From February 2002 to May 2008, Mr. Welling was a Managing Director of Credit Suisse Group AG, an investment bank, where he also served as the Head of the Investment Banking Department’s Advisory Business. Mr. Welling has been a member of the Boardboard of Directorsdirectors of TiVo Corporation, a provider of digital entertainment technology solutions, since May 2015, where he serves as chairperson of its Compensation Committeecompensation committee and a member of the board’scorporate governance and nominating committee and the strategy committee. Mr. Welling served as a member of the Boardboard of Directorsdirectors of Jamba, Inc., a leading restaurant retailer ofbetter-for-you food and beverage offerings, from January 2015 to September 2018, where he also served as the chairperson of its compensation committee and as a member of its finance committee. From 2015 to 2018, Mr. Welling served on the Boardboard of Directorsdirectors of Medifast, Inc., a manufacturer of medically based, proprietary healthy living and meal replacement products, where he was a member of the audit, compensation and mergers & acquisitions committees. Mr. Welling also serves on the Corporate Governance Advisory Council of the Council of Institutional Investors.

Key Attributes, Experience and Skills:

Mr. Welling brings significant finance, investment and consumer products experience to the Board, which makes him a valuable contributor. In addition, he has served on a number of public boards, which has provided him with a broad understanding of the operational, financial and strategic issues facing public companies.

12  The Hain Celestial Group, Inc. 2019 Proxy Statement					The Hain Celestial Group, Inc. 2018 Proxy Statement  11

Dawn M. Zier has been a director since September 2017. Since November 2012,March 2019, Ms. Zier has served as thePresident and Chief Operating Officer of Tivity Health, Inc., a leading provider of fitness and health improvement programs, and also is a member of its board of directors. Ms. Zier was formerly President and Chief Executive Officer and a director of Nutrisystem, Inc., an innovative provider of weight loss programs offering a wide variety of home-delivered, nutritionally balanced meal plans, retail products and advanced digital tools.tools, from November 2012 until its March 2019 acquisition by Tivity Health. From April 2011 until November 2012, Ms. Zier served as the President of International at Reader’s Digest Association, Inc., a global media and direct marketing company. In February 2013, RDA Holdings, Co., the holding company and parent of Reader’s Digest Association, filed voluntary petitions for reorganization relief pursuant to Chapter 11 of the United States Bankruptcy Code. In addition to being a member of Nutrisystem’sTivity Health’s board of directors, Ms. Zier also serves on the board of directors for Spirit Airlines.Airlines where she chairs the nominating and corporate governance committee and sits on the compensation committee. Over the years, she has previously served on boards and chaired committees for multiple marketing and media entities, including the Data and Marketing Association’s (DMA) Boardboard from 2008 to 2015, where she was a voting director and on the executive committee.

Key Attributes, Experience and Skills:

Ms. Zier is qualified to serve on our Board based on her extensive management leadership experience, which has provided her with significant knowledge of sound corporate governance practices, as well as her international experience and financial acumen. In addition, she has significant experience in the food industry and digital marketing, which makes her a valuable contributor to the Board.

The Hain Celestial Group, Inc. 2018 Proxy Statement  12					13The Hain Celestial Group, Inc. 2019 Proxy Statement

BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE

The Board of Directors

The stockholders of the Company elect the Board of Directors, whose primary responsibility is to foster the long-term health, overall success and financial condition of the Company, consistent with its fiduciary duty to our stockholders. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board oversees the members of senior management, who are charged by the Board with conducting the business of the Company. In addition, the Board has responsibility for establishing broad corporate policies and overseeing our direction, affairs and management.

Director Independence

A majorityEight of the current Board,our nine director nominees, consisting of Mses.Richard A. Beck, Celeste A. Clark, Shapira and Zier as well as Messrs. Heyer,Dean Hollis, Shervin J. Korangy, Roger Meltzer, Sinclair,Michael B. Sims, Glenn W. Welling and Zilavy,Dawn M. Zier, are “independent directors” as defined in the listing standards of the Nasdaq Global Select Market (“Nasdaq”). Mr. SimonMark L. Schiller was determined not to be independent because he is our President and CEO.

Board Meetings and Attendance

The Board typically holds regular meetings at least once every quarter and holds special meetings when necessary. During the 20182019 fiscal year, the Board held eightsix meetings. We expect directors to attend Board meetings, the Annual Meetingeach annual meeting of Stockholdersstockholders and meetings of the committees on which they serve. All directors standing forre-election who served during fiscal year 2019 attended at least 75% of the meetings of the Board and of the committees on which they served during the fiscal year. All but one of the directors standing forre-election attendedwho were also nominated for election at our last Annual Meetingannual meeting of Stockholders.stockholders held on December 5, 2018 attended such annual meeting.

In addition to formal Board meetings, management holds monthly update conference calls for the benefit of the Board. While these regularly scheduled monthly update calls are not conducted as formal Board meetings, they allow the Board and management to remain in frequent contact regarding our financial performance, operations and other important matters and initiatives.

Board Leadership Structure

Our Corporate Governance Guidelines provideWhile our Board of Directors believes that the Board has no policy with respect toseparation of the need to separate or combine the officesroles of Chairman ofand Chief Executive Officer is best practice, the Board and CEO of the Company. The Board believes that stockholders are best served if the Board retains flexibility to decide what leadership structure works best for the Company based on the facts and circumstances existing from time to time.

Mr. Simon currently serves as our Chairman However, at the present time, we have an independent Chair of the Board President and CEO and has been our President and CEO and a director since our inception andwho is our Founder. As a result, Mr. Simon possesses a great depthappointed annually by the independent members of knowledge and experience regarding the Company, its business and the organic and natural products industry. During his tenure, Mr. Simon focused on building organic, natural andbetter-for-you brands across numerous categories, both in the U.S. and internationally, to position Hain Celestial as a leader in the health and wellness products industry. His relentless dedication to providing consumers with A Healthier WayBoard. The roles of Life™ has created a strong foundation to support Hain Celestial’s next phase of growth.

Given Mr. Simon’s decision to not stand for re-election, he will no longer serve on the Board after the Annual Meeting and a new ChairmanChair of the Board will be appointed. At this time,and CEO have been separate since the resignation of Irwin D. Simon as President, CEO and Chair of the Board expects to maintain separate Chairman and Chief Executive Officer roles and to appointin November 2018. Dean Hollis, an independent Chairman.

We believe that a Lead Independent Director is necessary for good corporate governance inmember of the absenceBoard, was appointed to replace Mr. Simon as Chair of an Independent Chairman. Our current Lead Independent Director is Andrew R. Heyer. The Lead Independent Director is elected by a majority of independent directorsthe Board on December 5, 2018 and continues to serve in that role.

The key responsibilities of the Chair include:

Our CEO has primary responsibility for the operational leadership and strategic direction of the Company, while the Chair of the Board facilitates the Board’s independent oversight of management, promotes communication between management and the Board, engages with stockholders and leads the Board’s consideration of key governance matters. The Board believes that the appointment of a strong Lead Independent Directorits current leadership structure is appropriate at this time because it effectively allocates authority, responsibility and oversight between management and the useindependent members of regular executive sessions of thenon-management and independent directors, along with the Board’s strong committee system and the independence of all directors (except for Mr. Simon) allow it to maintain effective oversight of management. Pursuant to our Corporate Governance Guidelines, the Lead Independent Director shall:Board.

14  The Hain Celestial Group, Inc. 2019 Proxy Statement					The Hain Celestial Group, Inc. 2018 Proxy Statement  13

Board Role in Risk Oversight

Management is responsible for the Company’sday-to-day risk management, and the Board’s role is to engage in informed oversight of, and provide direction with respect to, such risk management. In its oversight role regarding risk management, the Board focuses on understanding the nature of our enterprise risks, including risk in our operations, finances, cyber security and the strategic direction of the Company and reviews and approves the Company’s Annual Operating Plan.annual operating plan. The Annual Operating Planannual operating plan addresses, among other things, the risks and opportunities facing the Company. The Board receives regular updates regarding the Company’s progress against its Annual Operating Planannual operating plan and reviews quarterly updates regarding the related risks and opportunities. The Board maintains control over significant transactions and decisions that require Board approval for certain corporate actions (including material acquisitions, or divestitures)divestitures and other material uses of the Company’s capital).

The Board has delegated certain risk management oversight responsibilities to the Audit Committee and the Compensation Committee.

As part of its responsibilities as set forth in its charter, the Audit Committee is responsible for discussing with management the Company’s policies and guidelines regarding risk assessment and risk management regarding the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures.

The Compensation Committee regularly reviews the risk and reward structure of executive compensation plans, policies and practices. Considered in this review are program attributes deemed to help mitigate risk, including: (i) the use of multiple performance measures, balanced between short- and long-term objectives; (ii) the Compensation Committee’s application of judgment when determining individual payouts; (iii) the presence of individual payout caps under plans and programs; and (iv) the Compensation Committee’s ability to clawbackclaw back incentive compensation based on erroneous financial statements caused by misconduct.statements. Based upon this review, the Compensation Committee believes that the Company’s compensation programs and policies are not likely to lead to excessive risk taking that could have a material adverse effect on the Company.

Executive Sessions

Independent directors meet in executive session at regularly scheduled meetings of the Board of Directors without any members of management present. Mr. Heyer,Hollis, as Chair of the Lead Independent Director,Board, presides over meetings of independent directors.

Director Elections

All directors stand for election annually and are elected by a majority of the votes cast in the case of an uncontested election. Voting is not cumulative.

Director Nomination Process and Stockholder Nominations

When considering potential director nominees, the Corporate Governance and Nominating Committee reviews desired experience, skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. In addition to these minimum requirements, the Corporate Governance and Nominating Committee evaluates director candidates based on a number of qualifications, including displayed ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties. Although we do not have a formal policy regarding diversity, the Corporate Governance and Nominating Committee seeks to include members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. Consistent with past practices, the Board is committed to a strong and diverse membership and to a thorough process to identify those individuals who can best contribute to the Company’s continued success.

The Board of Directors and the Corporate Governance and Nominating Committee begin the process of identifying and evaluating director nominees by seeking recommendations from a wide variety of contacts, including current executive officers and directors, and industry, academic and community leaders. The Board or the Corporate Governance and Nominating Committee may retain a search firm to identify and screen candidates, conduct background checks, prepare biographies for review by the Corporate Governance and Nominating Committee and the Board and assist in scheduling interviews. The Corporate Governance and Nominating Committee and one or more of our other directors interview candidates.

The Hain Celestial Group, Inc. 2018 Proxy Statement  14					15The Hain Celestial Group, Inc. 2019 Proxy Statement

Richard A. Beck and Michael B. Sims were appointed to the Board on October 4, 2019, following a search process conducted by the Corporate Governance and Nominating Committee and the Board. Through that process, the Board sought to enhance and diversify the overall skills and expertise of the Board, with a focus on adding directors with relevant industry experience. Mr. Beck was recommended to the Corporate Governance and Nominating Committee bynon-management members of the Board. The Corporate Governance and Nominating Committee also retained a third-party search firm to assist with the identification and evaluation of candidates. Mr. Sims, who was also previously known to non-management members of the Board, participated in the process conducted by the search firm, which helped to identify and screen candidates, prepare biographies, conduct background checks and schedule interviews. Effective October 8, 2019, Mr. Beck was appointed to the Audit Committee and the Corporate Governance and Nominating Committee, and Mr. Sims was appointed to the Audit Committee and the Compensation Committee.

The Corporate Governance and Nominating Committee’s charter provides that the Committee shall consider written proposals for director nominees from stockholders in accordance with our Corporate Governance Guidelines and our Amended and RestatedBy-Laws. The Corporate Governance and Nominating Committee will consider candidates recommended by stockholders, and a stockholder wishing to submit a recommendation should send a letter to our Corporate Secretary at The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Director Nominee Recommendation” and, in order to be considered for the 2020 annual meeting of stockholders, must be received by us no later than June 13, 2020. The letter must identify the author as a stockholder, demonstrate evidence of ownership, provide a complete listing of the candidate’s qualifications to serve on the Board, the candidate’s current principal occupation, most recent five-year employment history, current directorships and a statement that the proposed nominee has consented to the nomination, as well as contact information for both the candidate and the author of the letter.

In addition, ourBy-Laws permit stockholders who satisfy certain ownership, notice and informational requirements to submit director nominations for inclusion in the Company’s proxy statement. For more information regarding this process, stockholders should consult ourBy-Laws as well as “Stockholder Proposals and Other Communications” below.

Committees of the Board

The Board of Directors has threefour standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee and the Strategy Committee. All members of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee are independent directors, as defined in the applicable listing rules for companies listed on Nasdaq. The Board of Directors has adopted a written charter for each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee, acommittee, current copycopies of which isare available on our website atwww.hain.comunder www.hain.comunder Investor Relations-CorporateRelations – Corporate Governance. The members of the committees are identified in the table below:

The Audit Committee

The Audit Committee’s primary purpose is to assist the Board’s oversight of (1) the integrity of the Company’s financial statements, (2) the independent auditor’s qualifications, independence and performance and (3) the performance of the Company’s internal controls and procedures. In fulfilling its purpose, the Committee’s principal duties include appointing, retaining and terminating our independent auditor, overseeing the work of and evaluating the independence of the independent auditor, reviewing with the independent auditor their reports as well as oversight responsibilities with respect to our financial statements, disclosure practices, accounting policies and procedures.

Our Audit Committee is composed of Ms. ShapiraRichard A. Beck, Shervin J. Korangy, Michael B. Sims and Messrs. Heyer and Korangy,Dawn M. Zier, with Mr. HeyerKorangy acting as chairperson.chair. The Board has determined that each member of the Audit Committee (1) is “independent” as defined by applicable SEC rules and the listing standards of Nasdaq applicable to Board and committee service, (2) has not participated in the preparation of our financial statements or those of any of our current subsidiaries at any time during the past three years and (3) is able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. In addition, the Board has determined that each of Messrs. Korangy and Sims and Ms. Shapira and Messrs. Heyer and KorangyZier is an “audit committee financial expert” as defined by applicable SEC rules. Audit Committee members are not permitted to serve on the audit committees of more than two other public companies. During fiscal year 2018, our2019, the Audit Committee held eightseven meetings. See “Report of the Audit Committee.”

The Compensation Committee

The Compensation Committee reviews and approves all compensation arrangements for our CEO and our other executive officers, including employment agreements, base salaries, annual and long-term incentive arrangements, the form and amount of equity awards, and severance andchange-in-control arrangements. The Compensation Committee’s duties include reviewing our compensation strategy on an annual basis to ensure that such strategy supports our objectives and stockholder interests and that executive officers are rewarded in a manner consistent with such strategy. The Compensation Committee is also responsible for, among other things, reviewing and approving annual and long-term performance measures relevant to executive officer compensation, evaluating the performance of the executive officers in light of these goals and objectives, approving the annual and long-term compensation awards for our executive officers and recommending to the independent members of the Board for their approval the form and amount of equity awards to be made to our executive officers.

16  The Hain Celestial Group, Inc. 2019 Proxy Statement					The Hain Celestial Group, Inc. 2018 Proxy Statement  15

Our Compensation Committee is composed of Messrs. Sinclair,Celeste A. Clark, Michael B. Sims and Glenn W. Welling, and Zilavy, with Mr. ZilavyWelling acting as chairperson.chair. The Board has determined that each member of the Compensation Committee is “independent” as defined by the listing standards of Nasdaq.Nasdaq applicable to Board and committee service. During fiscal year 2018,2019, the Compensation Committee held eight meetings in addition to numerous informal conference calls among committee members.16 meetings.

Our Compensation Committee is authorized to engage an independent compensation consultant with respect to executive and director compensation matters. For fiscal year 2018, the Compensation Committee that was in place at the beginning of the fiscal year engaged Aon Hewitt as its independent compensation consultant. In the third quarter of fiscal year 2018,2019, the Compensation Committee engaged ClearBridge Compensation Group, LLC to conduct a peer group review, provide executive(“ClearBridge”) as its independent compensation market data, advise in connection with the CEO succession process and to review the Compensation Discussion & Analysis section of the proxy statement.

consultant. The Compensation Committee believes that there was no conflict of interest between either Aon Hewitt or ClearBridge Compensation Group, LLC andhas assessed the Company during their respective engagements. In reaching this conclusion, the Compensation Committee considered the factors set forth in the SEC rule regarding compensation advisor independence. Specifically, the Compensation Committee analyzed whether the workindependence of ClearBridge Compensation Group, LLC as compensation consultant raisedpursuant to the applicable Nasdaq rules and determined that its engagement does not raise any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by the consultant; (ii) the amount of fees from the Company paid to the consultant as a percentage of the consultant’s total revenue; (iii) the policies and procedures of the consultant that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the consultant or the individual compensation advisors employed by the consultant with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by the consultant or the individual compensation advisors employed by the consultant.interest.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s duties require the Committee to, among other things, (1) identify individuals qualified to serve on the Board of Directors and to recommend that the Board of Directors select director nominees to be considered for election at the Company’sour next annual meeting of stockholders or to be appointed by the Board of Directors to fill an existing or newly created vacancy on the Board, of Directors, (2) identify members of the Board of Directors to serve on each boardBoard committee and to serve as chairmanchair thereof and recommend each such member and chairmanchair to the Board, of Directors, (3) develop and revise, as appropriate, our Corporate Governance Guidelines applicable to the Company and recommend such guidelines or the revision of such guidelines to the Board, (4) oversee our strategy on global sustainability and corporate citizenship, including evaluating the impact of Directors; (4)our practices on communities and individuals, (5) oversee the evaluation by the Board of Directors of itself and its committees and (5)(6) review and assess the management succession plan for the Chief Executive Officer.CEO.

Our Corporate Governance and Nominating Committee is composed of Mses.Richard A. Beck, Celeste A. Clark, Dean Hollis and Dawn M. Zier, and Mr. Hollis, with Ms. Zier acting as chairperson.chair. The Board has determined that each member of the Corporate Governance and Nominating Committee is “independent” as defined in the listing standards of Nasdaq.Nasdaq applicable to Board and committee service. During fiscal year 2018,2019, the Corporate Governance and Nominating Committee held five meetingssix meetings.

The Strategy Committee

The Strategy Committee was established in addition to numerous informal conference calls among committee members.

On June 25,December 2018 the Company announcedas a Chief Executive Officer succession plan, whereby, upon the hiringcontinuation of a new Chief Executive Officer, Mr. Simon would resign from his position as President and Chief Executive Officer. Working with a leading global executive search firm, the Corporate Governance and Nominating Committee spearheaded the initiative on behalfprior “Working Group” of the Board of Directors. The purpose of the Strategy Committee is to identify a successor(1) make recommendations to the Board of Directors regarding strategic alternatives for the role of President and Chief Executive Officer. On October 29, 2018, the Company, announced the appointment of Mark Schiller asincluding the Company’s new Presidentoverall strategy with respect to mergers, acquisitions and Chief Executive Officer, effective November 5, 2018, as well as Schiller’s nomination as a director ofdispositions and any potential strategic transactions identified by the Company, which is set forth under “Proposal No.1 – Election of Directors”.

Director Nominations

When considering potential director nominees,Board, the Corporate Governance and NominatingStrategy Committee reviews desired experience, skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. In addition to these minimum requirements, the Corporate Governance and Nominating Committee evaluates director candidates based on a number of qualifications, including displayed ethical standards, integrity, sound business judgment and a willingness to devote adequateor management from time to Board duties. Although we do not have a formal policy regarding diversity, the Corporate Governance and Nominating Committee seeks to include members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. Consistent with past practices, the Board is committed to a strong and diverse membership and to a thorough process to identify those individuals who can best contributetime, (2) provide input to the Company’s continued success.

Themanagement in their development of the Company’s long-term corporate strategy and (3) evaluate and analyze capital allocation alternatives with management and make recommendations to the broader Board of Directors as necessary.

Our Strategy Committee is composed of Dean Hollis, Shervin J. Korangy, Mark L. Schiller and Glenn W. Welling, with Mr. Schiller acting as chair. The Board deems it critical to the Corporate Governanceeffectiveness of the Strategy Committee that Mr. Schiller be a member of the committee, and Nominatingmembership on the Strategy Committee beginis therefore not limited to independent members of the process of identifyingBoard. The Strategy Committee meets quarterly on a formal basis and evaluating director nomineesgenerally meets weekly by seeking recommendations from a wide variety of contacts, including current executive officersconference call to discuss informal updates on the Company’s strategy and potential strategic transactions. During fiscal year 2019, the Strategy Committee held two formal quarterly meetings.

The Hain Celestial Group, Inc. 2018 Proxy Statement  16					17The Hain Celestial Group, Inc. 2019 Proxy Statement

Committee Composition

The members and directors,chairs of the committees as of the date of this proxy statement are summarized in the table below:

Board and industry, academic and community leaders. The Board or theCommittee Self-Evaluations

Pursuant to our Corporate Governance Guidelines and Nominating Committee may retain a search firm to identify and screen candidates, conduct background checks, prepare biographies for review by the Corporate Governance and Nominating Committee andcommittee charters, the Board and assist in scheduling interviews.its committees annually conduct self-assessments. The Corporate Governance and Nominating Committee oversees the process. Self-evaluation topics generally include, among other matters, Board and one or morecommittee composition and structure, effectiveness of ourthe Board and committees, meeting agendas and governance and Board interaction with management. The Board discusses the results of each annual self-evaluation and, based on the results, implements enhancements and other directors will interview candidates.

The Corporate Governance and Nominating Committee’s charter provides thatmodifications as appropriate. Similarly, the Committee shall consider written proposals for director nominees from stockholders in accordance with our Corporate Governance Guidelines and our Amended and RestatedBy-Laws. The Corporate Governance and Nominating Committee will consider candidates recommended by stockholders, and a stockholder wishing to submit a recommendation should send a letter to our Corporate Secretaryresults of each committee evaluation are generally discussed at The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Director Nominee Recommendation” and, in order to be consideredsubsequent committee meetings for the 2019 Annual Meeting of Stockholders, must be receivedrelevant committee. Individual feedback is provided to Board members by us no later than July 1, 2019.

The letter must identify the author as a stockholder, demonstrate evidence of ownership, provide a complete listingChair of the candidate’s qualifications to serve on the Board, the candidate’s current principal occupation, most recent five-year employment history, current directorships and a statement that the proposed nominee has consented to the nomination, as well as contact information for both the candidate and the author of the letter. In addition, ourBy-Laws permit stockholders who satisfy certain ownership, notice and informational requirements to submit director nominations for inclusion in the Company’s proxy statement. For more information regarding stockholder nominations and communications with our Board of Directors, see “Stockholder Proposals and Other Communications.”Board.

Website Access to Corporate Governance Documents

We have adopted a “Code of Ethics”,Ethics,” as defined in the regulations of the SEC, which applies to all of our directors and employees, including our principal executive officer and principal financial officer. Copies of the charters for the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee,committees of our Board, as well as the Company’sour Corporate Governance Guidelines and Code of Business Conduct and Ethics, are available free of charge on our website atwww.hain.com under Investor Relations – Corporate Governance or by writing to Investor Relations, The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. If the Company ever were to amend or waive any provision of its Code of Business Conduct and Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form8-K. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any of our other filings made with the SEC.

Compensation of Directors

We maintain aOur compensation program forNon-Employeenon-employee Directors’ Compensation Plan thatdirectors is designed to:

Directors who are also employees of the Company receive no additional compensation for their service on our Board. Accordingly, Mr.neither Mark L. Schiller, our current President and CEO, nor Irwin D. Simon, did not receiveour former President and CEO, received any compensation for his Board service.their service on the Board.

The Hain Celestial Group, Inc. 2019 Proxy Statement					17

Each year, the Compensation Committee and our Board of Directors review and determine compensation for ournon-employee directors. The Compensation CommitteeAnnual compensation covers the period of service between annual meetings of stockholders, with annual reviews and our Board believe thatdeterminations coinciding with the timing of the annual meeting. Eachnon-employee director may elect to forgo any cash payments and receive their entire board compensation should fairly compensatein the form of restricted stock. Allnon-employee directors who were elected at the 2018 annual meeting of stockholders elected to receive 100% of their compensation for work requiredthe service period from the 2018 annual meeting to the 2019 Annual Meeting in a companythe form of restricted stock.

The compensation program for ournon-employee directors covering the period from our size and scope. Accordingly, compensation paid2018 annual meeting to non-employee directors in 2018 wasthe 2019 Annual Meeting is as follows:

Fiscal Year 2019 Director Compensation

The following table sets forth the compensation paid by us to ournon-employee directors during the fiscal year ended June 30, 2019.

18				The Hain Celestial Group, Inc. 20182019 Proxy Statement

PaymentUnder SEC rules, cash fees forgone at the election of Annual Retainer, Lead Independent Director Feea director for which equity compensation was instead received are included in the Fees Earned or Paid in Cash column. Of the amounts reported in the Fees Earned or Paid in Cash column, the following amounts were forgone by thenon-employee directors and Committee Chairinstead received in the form of restricted stock: Celeste A. Clark ($60,500), Dean Hollis ($110,500), Shervin J. Korangy ($68,000), Roger Meltzer ($53,000), Glenn W. Welling ($68,000), Dawn M. Zier ($31,500), Andrew R. Heyer ($55,500) and Member FeesJack L. Sinclair ($58,000).

The annual retainer and any applicable Lead Independent Director or committee chairperson or member fees forall non-employee directors are paid in quarterly installments on the 1st day of August, November, February and May.

2018 Director Compensation

The amounts shown in the Stock Awards column omit cash fees elected to be received in the form of restricted stock, which fees are reported in the Fees Earned or Paid in Cash column. See footnote 1 above. Accordingly, the amounts shown in the Stock Awards column represent the value of the annual base restricted stock award fornon-employee directors.

The Hain Celestial Group, Inc. 2018 Proxy Statement					19

MANAGEMENT

Executive Officers

The following information describes the background and business experience of our executive officers during fiscal year 2018:as of the date of this proxy statement:

Irwin D. SimonA description of Mr. Schiller’s background and business experience is the Founderprovided under “Proposal No. 1 Election of The Hain Celestial Group, Inc. and has been our President and Chief Executive Officer (“CEO”) and a director since our inception in 1993. Mr. Simon was appointed Chairman of the Board of Directors in April 2000. Previously, Mr. Simon was employed in various marketing capacities at TheHäagen-Dazs Company, a frozen dessert company, then a division of Grand Metropolitan, PLC, a portfolio of luxury brands and companies. Mr. Simon currently serves as the presiding director of MDC Partners Inc., a provider of marketing, activation and communications solutions and services, and of Chop’t zCreative Salad Company, a fast-casual dining company. He also serves as the Vice Chairman of the board of directors of Tulane University andDirectors” which begins on the board of trustees of Poly Prep Country Day School. During the last five years, Mr. Simon also served as a director of Jarden Corporation, a consumer products company, until its merger with Newell Rubbermaid Inc. Mr. Simon also served as an independentnon-executive director of Yeo Hiap Seng Limited, a food and beverage company based in Singapore.page 7.

Mr. Langrock was appointedhas served as our Executive Vice President and Chief Financial Officer insince June 2017. Prior to his appointment to that role, Mr. Langrock served as Senior Vice President, Finance and Treasurer of the Company from November 2015 to June 2017. Prior to that, from 2008 until joining the Company in November 2015, Mr. Langrock served as Executive Vice President and Chief Financial Officer of Monster Worldwide, Inc., a multi-national global online recruiting solutions company, where he oversaw all financial operations of the company, including budgeting, cost savings initiatives, mergers and acquisitions and divestitures. Previously, Mr. Langrock served in senior finance positions at Motorola, Inc., including Chief Financial Officer of Motorola’s Enterprise Mobility Division subsequent to Motorola’s acquisition of Symbol Technologies, Symbol Technologies, where he served as Head of Internal Audit and Chief Accounting Officer, as well as a Senior Manager at Arthur Andersen LLP.

Ms. Faltischek was appointedMr. Boever has served as our Executive Vice President and Chief StrategyCustomer Officer Corporate Secretary in April 2018.since January 2019. In this role, she collaborates with the President and Chief Executive Officer in developing, implementing, communicating and sustaining corporate strategic initiatives includingMr. Boever is responsible for driving the Company’s vision, mission, valuessales and purposecustomer agenda in the United States, as well as helping ensure the Company transforms its innovation capabilities. Mr. Boever has more than 20 years of consumer packaged foods industry experience. From 2011 to January 2018, Mr. Boever was Executive Vice President, Chief Customer Officer and President of Foodservice of Pinnacle Foods Inc., where he was responsible for overseeing all M&A, divestituresits multi-billion dollar businesses to reshape and strategic transactions. In addition, she oversees the quality assurance, regulatory, customer care and sustainability functions.reinvigorate growth. Prior to her appointment, Ms. Faltischek hasPinnacle, Mr. Boever served in roles of increasing responsibility within the Company as follows: Executive Vice Presidentin strategic planning, operations management and General Counsel, Chief Compliance Officer in November 2013; Senior Vice Presidentsales at ConAgra Brands, Inc. from 2007 to 2011 and General Counselat Hormel Foods Corporation from October 20101991 to November 2013; General Counsel from October 2009 to October 2010; Senior Associate General Counsel from April 2009 until October 2009; and Associate General Counsel from July 2005 until April 2009. In addition, she was appointed as Corporate Secretary in January 2015. Prior to her employment with the Company, she was with the law firm of Ruskin Moscou Faltischek, P.C., where she practiced corporate and securities law.2007.

Mr. McGahren has served as our President, North America since May 2019. In this role, Mr. McGahren is responsible for leading the Company’s teams in North America including marketing and research and development. Mr. McGahren has over 30 years of industry experience in driving value creation at both public companies and in private equity backed ventures. He was most recently the Chief Executive Officer of Dancing Deer Baking Company, a private equity backed natural dessert and snack company, from April 2016 to January 2019. Prior to that, he was the President of American Beverage Corporation, a juice drink and cocktail company, from 2011 to July 2015. From 2005 to 2010, Mr. McGahren was President, North American Branded Group of Royal Wessanen, a multinational food company, in a role that included founding and managing PANOS brands, a specialty and natural foods company. Earlier in his career, he held a series of leadership roles across multiple brands at Kraft Foods, including the Vice President of Marketing for Nabisco Cookies in which he had responsibility for Kraft’s largest snack foods business.

20				The Hain Celestial Group, Inc. 2019 Proxy Statement

Ms. Meringolo was appointedhas served as our Senior Vice President, and General Counsel and Chief Compliance Officer since April 2018, and was appointed as Corporate Secretary in April 2018. In this role, sheMay 2019. Ms. Meringolo oversees all legal affairs of the Company as well as corporate compliance initiatives. Prior to her appointment, Ms. MeringoloShe previously served as Senior Vice President, Senior Litigation Counsel and Chief Compliance Officer of the Company from April 2017 to April 2018. Prior to that, from 2011 until joining the Company in April 2017, Ms. Meringolo worked at Avon Products, Inc. in a series of roles of increasing responsibility, with her most recent role as Vice President, Associate General Counsel, Litigation, Marketing and Intellectual Property where she oversaw legal responsibilities for a variety of matters including litigation, government investigations and providing counsel to the Ethics and Compliance team. Previously, Ms. Meringolo was an attorney at the law firm DLA Piper LLP (US), where she practiced litigation law and advised clients on corporate compliance initiatives.

Mr. Wolfe has served as our Chief Supply Chain Officer since April 2019. In this role, Mr. Wolfe is responsible for leading the Company’s supply chain organization including supply chain planning, logistics, contract management, continuous improvement, plant operations and procurement. Mr. Wolfe has over 30 years of supply chain leadership experience. Prior to joining the Company, from November 2017 to April 2019, Mr. Wolfe was a Senior Advisor at AlixPartners, a consulting firm. From December 2014 to October 2017, he was Chief Executive Officer and Founder of Vivanda, Inc., a food-industry technology business dedicated to bringing consumers, manufacturers and retailers closer together using data analytics. From 2000 to December 2014, Mr. Wolfe served in roles of increasing responsibility at food company McCormick & Company, Incorporated, most recently as CIO, Connected Commerce Executive from 2011 to December 2014. Before joining McCormick, Mr. Wolfe was a partner at the accounting and consulting firm Ernst & Young (now EY). He began his career as a founding member of supply-chain software and consultingstart-up Manugistics Group, Inc.

The Hain Celestial Group, Inc. 20182019 Proxy Statement					21

Mr. Tickle was appointed Chief Executive Officer, Hain Celestial North America in March 2017. Prior to his appointment, Mr. Tickle served as Chief Operating Officer, Hain Celestial United States from September 2016 to March 2017. Prior to joining Hain Celestial in September 2016, Mr. Tickle worked at Nestlé Group for over 25 years in a series of roles of increasing responsibility, with diverse geographic and operational focus. These include his most recent appointment as President and Chief Executive Officer of Nestlé Nutrition North America from 2014 to July 2016 and prior to that, he served as Global Head of the Strategic Business Unit for Infant Nutrition, Regional Business Head for Nutrition in South Asia, CEO of Nestlé New Zealand and held roles as CFO with Nestlé Peters Ice Cream, Manufacturing Financial Controller with Nestle Rowntree Australia and roles in supply chain management. He has worked across multiple categories including coffee, culinary, confectionery, foodservice, ice cream, dairy and infant nutrition.

22				The Hain Celestial Group, Inc. 2018 Proxy Statement

Executive Summary

Our missionon Pay” vote. At our 2018 annual meeting of stockholders in December 2018, the compensation of our named executive officers was approved by approximately 50.6% of votes cast. We strive for significantly higher support from our stockholders in Say on Pay votes and operating strategy requirehave taken considerable measures in response to last year’s vote. Based on our discussions with our stockholders, we believe the overriding factor that caused a significant percentage of our compensation philosophy recognizes both near-term financialstockholders to vote against the Say on Pay proposal was the severance paid to our former President and operational success as well as decision-making that supports long-term value creating growth. For these reasons,CEO arising out of his legacy employment agreement, which was entered into before the current members of the Compensation Committee joined our Board of Directors. At the same time, we received consistently positive feedback from stockholders regarding the changes the Compensation Committee has made to the Company’s executivepay practices, specifically the compensation package approved by the Compensation Committee for Mr. Schiller in October 2018, underscoring that the 2018 Say on Pay vote was not a result of stockholder concerns about Mr. Schiller’s compensation. Our key takeaways from stockholders were that we need to continue to move away from severance andchange-in-control agreements that provide for payouts like the one to our former President and CEO and that we should incorporate several of the features of Mr. Schiller’s compensation package into our overall program, has been designed to incentivize both near-term and long-term objectives by providing NEOs with both annual incentive andincluding his long-term incentive award opportunities. Demonstrating its thoughtfulwhich is a three-year front-loaded performance share unit (“PSU”) award with rigorous compound annual Total Shareholder Return (“TSR”) performance goals.

The current members of our Board, Compensation Committee and complete approach,management team have carefully considered this feedback and have redesigned the Company’s compensation program to implement improved practices and elements in the compensation packages of our existing executive officers. For example, the Compensation Committee evaluates,(1) implemented a standard severance structure for all NEOs which excludes the value of long-term incentive awards and has determined not to enter into future severance arrangements that include the value of long-term incentive awards, (2) restructured our form ofchange-in-control agreement for all NEOs to include market-typical provisions and (3) designed the 2019-2021 Long-Term Incentive Plan (“2019-2021 LTIP”) for NEOs to mirror the terms of Mr. Schiller’s long-term incentive award. These changes, and other actions taken by the Compensation Committee since the beginning of fiscal year 2019, are highlighted below under “Key Compensation Committee Actions.”

We believe we are uniquely situated with respect to having insight into stockholder perspectives on at least an annual basis,executive compensation. The Chair of our Compensation Committee, Glenn W. Welling, is the Company’s executiveprincipal of Engaged Capital, LLC (“Engaged Capital”), which beneficially owns approximately 20.2% of our outstanding common stock and is our largest stockholder. Accordingly, we have the benefit of inherent alignment of our major compensation practices to ensure that they are aligneddecisions with the Company’s short-term goals and long-term strategic plan, are designed to drive both short-term and long-term growth and profitability, and are in the interests of stockholders.

In addition to the input we receive from Mr. Welling and Engaged Capital, members of our stockholders.management team and Board engage with our institutional stockholders in meetings and calls throughout the year. During fiscal year 2019, we held telephonic andin-person meetings with 44 stockholders who collectively held approximately 65% of our outstanding common stock. Our Compensation Committee Chair participated in substantially all meetings that were focused on executive compensation, and in certain of those meetings additional independent members of our Board participated. Topics of discussion in these meetings typically included the Compensation Committee’s choice of performance measures for awards issued under our Annual Incentive Plan and Long-Term Incentive Plan, the relationship between the performance measures and our long-term strategy, and the payout terms of equity awards.

The Hain Celestial Group, Inc. 20182019 Proxy Statement					23

ResponseKey Compensation Committee Actions

The following table highlights specific actions taken by the Compensation Committee since the beginning of fiscal year 2019, including actions taken in response to Say on Pay Vote

Last year, our stockholders approved our Say on Pay resolution with 70.3% of the votes cast voting in favor, which represented a significant improvement over the 2015 Annual Meeting of Stockholders where only 41% of the votes cast supported our Say on Pay resolution. We believe that the improvement in last year’s Say on Pay resolution resultedvote and the feedback we received from the significant compensation and governance actions the Company took in response to its extensive stockholder outreach campaign after the 2015 Annual Meeting as follows:stockholders during fiscal year 2019.