UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2019
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THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 0-22818 | 22-3240619 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1111 Marcus Avenue, Lake Success, NY 11042
(Address of principal executive offices)
Registrant’s telephone number, including area code: (516) 587-5000
Former name or former address, if changed since last report: N/A
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $.01 per share | | HAIN | | The NASDAQ® Global Select Market |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2019, The Hain Celestial Group, Inc. (the “Company”) announced that Denise M. Faltischek, Executive Vice President and Chief Strategy Officer, Corporate Secretary, will be leaving the Company, effective August 31, 2019. Prior to her departure, Ms. Faltischek will be assisting with the transition of her various responsibilities. In connection with her departure, Ms. Faltischek is expected to enter into a separation agreement, pursuant to which she will be entitled to receive: (i) a cash severance payment in the aggregate amount of $1,154,400, paid in bi-weekly installments during the 12 months following her departure; (ii) a lump-sum cash payment of $265,200, which represents consideration in lieu of Ms. Faltischek’s bonus opportunity for fiscal year 2019; and (iii) health and welfare benefits for a period of 12 months, consistent with Company practice.
The Company issued a press release on May 28, 2019 announcing Ms. Faltischek’s departure. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is filed herewith:
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| Exhibit No. | | Description |
| 99.1 | | Press Release of The Hain Celestial Group, Inc. dated May 28, 2019 |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 28, 2019
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| THE HAIN CELESTIAL GROUP, INC. |
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| By: | /s/ James Langrock |
| Name: | James Langrock |
| Title: | Executive Vice President and Chief Financial Officer |
