Welcome to the Helen of Troy Limited Annual General Meeting of Shareholders. I would like to turn the conference over to Timothy Meeker, Chairman of the Helen of Troy Limited Board of Directors. Please go ahead, sir.
Good afternoon, everyone, and thank you for joining us. I hope that you're all doing well. At this time, I hereby call to order the Annual General Meeting of Shareholders of Helen of Troy Limited. I am Tim Meeker, Chairman of the Board, and I will act as Chairman of this meeting. We are conducting our Annual General Meeting virtually. During the meeting, shareholders will be able to submit questions and vote shares online. Please refer to the rules of conduct provided on the meeting site for additional information regarding these matters. Before turning the meeting over to our Interim Chief Executive Officer, Brian Grass, I would like to introduce the other director nominees that are in attendance at this virtual meeting: Darren G. Woody, Beryl B. Rath, Thurman K. Case, Krista L. Berry, Vincent D. Carson, Tabitha L. Gomez, and Elena B. Otero.
We also have officers and associates of the company joining us, as well as representatives from our registered public accounting firm, Grant Thornton, LLP. Now, on to the order of business. At this point, I would like to ask Mr. Grass to lead us through the items before the Annual General Meeting.
Thank you, Mr. Meeker. Good morning and good afternoon to all. I would also like to welcome you to our Annual General Meeting. On behalf of all at Helen of Troy, thank you for joining us. The record date for this annual meeting is June 18th, 2025. A complete list of shareholders of the company entitled to vote at this annual meeting as of the close of business on June 18th, 2025, was prepared and certified by the company's transfer agent, Computershare Investor Services, and has been kept on file at the principal office of the company for a period of at least 10 days, open to examination by any shareholder at any time during usual business hours. The list shows that 22,955,346 common shares of the company are issued and outstanding and entitled to vote at this meeting.
Each person who has been duly authorized to act as a proxy for absent shareholders, and each shareholder present who intends to vote, should have received a ballot. Please remember, if you previously voted by proxy and do not wish to change your vote, your vote has been or will be cast as you previously instructed, and no further action is needed. If you are a record holder and wish to change your vote, or if you did not send in a proxy and wish to cast your vote now, or if you have not already cast your vote using our electronic voting system, you may cast your vote by clicking on the Vote Here button on the meeting site. The polls have been open for voting since the beginning of this meeting and will remain open until I announce their closure.
I would also like to note that a copy of the Notice of Annual General Meeting dated July 9, 2025, the proxy statement, and the rules of conduct, each prepared in connection with this meeting, are available under the Meeting Materials section on the lower right-hand side of the meeting page. The Board of Directors has appointed one voting official to assist the voting at this meeting. Anne Rakunas, Director of External Communications, will act as a voting official. All questions respecting the conduct of voting, qualifications of voters, and acceptance or rejection of votes will be decided by the voting official. When the voting is completed, the voting official will also count the votes and will declare the results of the vote. Will the voting official present the attendance report?
As the voting official, I report that there are present at the meeting in person or by duly authorized proxy, the holders of at least a majority of the common shares of the company issued and outstanding and entitled to vote.
On the basis of such report, I declare that a quorum is present and that the meeting is now open for business. The proposals to be voted on at this meeting are described in our proxy statement made available to all shareholders. Each proposal will be voted on separately. The first scheduled item of business to be conducted at this meeting is to elect the eight directors nominated by the Nominating Committee of the Board of Directors. Under Bermuda law, election of each director requires the affirmative vote of the majority of votes cast at the meeting that are entitled to vote on such proposal. The following individuals have been nominated for election as directors: Timothy F. Meeker, Darren G. Woody, Beryl B. Rath, Thurman K. Case, Krista L. Berry, Vincent D. Carson, Tabitha L. Gomez, and Elena B. Otero. Their backgrounds and qualifications are stated in the proxy statement.
I would now like to call the vote on Proposal 1. If you have already voted and do not wish to change your vote, no further action is necessary. If you intend to change your vote, or if you intend to vote now and have met all the requirements specified in the proxy statement regarding voting at the meeting, please click on the Vote Here button located on the meeting site to vote or recast your vote. The next scheduled item of business to be conducted at this meeting is the proposal to approve the following advisory resolution on executive compensation.
Resolve that the shareholders of Helen of Troy Limited approve on an advisory basis the compensation of the company's named executive officers disclosed in the compensation discussion and analysis, the summary compensation table, and the related compensation tables, notes, and narratives in the proxy statement for the company's 2025 Annual General Meeting of Shareholders. Under Bermuda law, approval of such proposal requires the affirmative vote of the majority of votes cast at the meeting that are entitled to vote on such proposal. I would now like to call the vote on Proposal 2. If you intend to change your vote, or if you intend to vote now and have met all the requirements specified in the proxy statement regarding voting at the meeting, please click on the Vote Here button located on the meeting site to vote or recast your vote.
The next scheduled item of business to be conducted at this meeting is the proposal to approve the Helen of Troy Limited 2025 Stock Incentive Plan. Under Bermuda law, approval of such proposal requires the affirmative vote of the majority of votes cast at the meeting that are entitled to vote on such proposal. I would now like to call the vote on Proposal 3. If you have already voted and do not wish to change your vote, no further action is necessary. If you intend to change your vote, or if you intend to vote now and have met all the requirements specified in the proxy statement regarding voting at the meeting, please click on the Vote Here button located on the meeting site to vote or recast your vote.
The last scheduled item of business to be conducted at this meeting is the proposal to appoint Grant Thornton, LLP, as auditor in an independent registered public accounting firm of the company to serve the 2026 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor's remuneration. Under Bermuda law, approval of such appointment and authorization requires the affirmative vote of the majority of votes cast at the meeting that are entitled to vote on such proposal. I would now like to call the vote on Proposal 4. If you intend to change your vote, or if you intend to vote now and have met all the requirements specified in the proxy statement regarding voting at the meeting, please click on the Vote Here button located on the meeting site to vote or recast your vote.
That concludes the voting at today's annual meeting, and the polls for each matter to be voted on at this annual meeting are now closed. The voting official will now announce the preliminary results.
Thank you. Having canvassed the vote and having ascertained the preliminary results of voting for these proposals, I find preliminarily as follows. On Proposal 1, the majority of the votes cast at the meeting that are entitled to vote on this proposal voted for the election of each of the eight director nominees to serve until the 2026 annual meeting or until their successors are duly elected and qualified. On Proposal 2, the majority of the votes cast at the meeting that are entitled to vote on this proposal have, on an advisory basis, voted to approve the compensation of the company's named executive officers. On Proposal 3, the majority of the votes cast at the meeting that are entitled to vote on this proposal voted for the approval of the Helen of Troy Limited 2025 Stock Incentive Plan.
On Proposal 4, the majority of the votes cast at the meeting that are entitled to vote on this proposal voted for the appointment of Grant Thornton, LLP, as auditor in an independent registered public accounting firm of the company to serve for the 2026 fiscal year and the authorization of the Audit Committee of the Board of Directors to set the auditor's remuneration.
Thank you. These are the preliminary results of voting. The final results will be disclosed in the Form 8-K that will be filed with the Securities and Exchange Commission within the required timeline. This completes the items of business to be considered at this meeting. With no other business to be properly brought before this meeting, I respectfully request that Mr. Meeker please take us to adjournment.
Thank you for your attendance today and your interest in the company's affairs. For any questions submitted during the meeting, we will post answers on our investor relations website as soon as practical. We look forward to your participation at next year's meeting.
The meeting has now concluded. Thank you for attending. You may now disconnect your lines.