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 morning, 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'm 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 Chief Executive Officer, Scott Uzzell, I would like to introduce the other Director nominees that are in attendance at this virtual meeting. Krista L. Berry, Thurman K. Case, Marlow M. Cormier, Mitchell E. Fadel, Tabata L. Gomez, Elena B. Otero, Beryl B. Raff, and Darren G. Woody.
We also have officers and associates of the company joining us, as well as our representatives from the registered public accounting firm, Grant Thornton. Now, on to our order of business. At this point, I would like to ask Mr. Uzzell to lead us through 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 of us at Helen of Troy, thank you for joining us. The record date for this annual meeting is June 18, 2026. A complete list of shareholders of the company entitled to vote at this annual meeting as of close of business on June 18, 2026, was prepared and certified by the company's transfer agent, Computershare Investor Services. It 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 the usual business hours.
The list shows that 23,292,061 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 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 also would like to note that a copy of the Notice of Annual General Meeting dated July 15, 2026, 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 with the voting at this meeting. Anne Rakunas, Director of External Communications, will act as the voting official.
All questions respecting the conduct of voting, qualification 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 this 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 the meeting is now open for business. The proposals to be voted on at this meeting are described in our proxy statement and made available to all shareholders. Each proposal will be voted on separately. The first scheduled item of business to be conducted at this meeting will be to elect nine Directors nominated by the nominating committee of the Board of Directors. Under Bermuda law, election of each Director requires the affirmative vote of a majority of votes cast at the meeting that are entitled to vote on such a proposal.
The following individuals have been nominated for election as Directors: G. Scott Uzzell, Krista L. Berry, Thurman K. Case, Marlow M. Cormier, Mitchell E. Fadel, Tabata L. Gomez, Elena B. Otero, Beryl B. Raff, Darren G. Woody. Their background and qualifications are stated in the proxy statement. I now would like to call the vote on proposal one. 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 resolutions on executive compensation.
Resolved, 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 related compensation tables, the notes and narratives in the proxy statement for the company's 2026 Annual General Meeting of Shareholders. Under Bermuda law, approval of such proposal requires affirmative vote of the majority of the votes cast at the meeting that are entitled to vote on such proposal.
I now would like to call the vote on proposal two. 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 Vote Here button located on the meeting site to vote or recast your vote. The next scheduled item of business to be conducted at the meeting is the proposal to approve an amendment to the Helen of Troy Limited 2025 Stock Incentive Plan to increase the plan shares available for issuance.
The Board of Directors deems it to be the best interest of the company and its shareholders to approve and adopt the amendment as disclosed in the proxy statement. Under Bermuda law, an approval of such a proposal requires affirmative vote of the majority of the votes cast at the meeting that are entitled to vote on such a proposal. I would now like to call the vote on proposal three. If you've 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 the voting at the meeting, please click on the Vote Here button located on the meeting site to vote or recast your vote. The last item of business to be conducted at this meeting is the proposal to appoint Grant Thornton LLP as the auditor and independent registered public accounting firm of the company to serve for the 2027 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 affirmative vote of the majority of votes cast at the meeting that are entitled to vote on such a proposal. I would now like to call the vote on proposal four. 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 one, 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 nine Director nominees to serve until the 2027 annual meeting, or until their successors are duly elected and qualified. On proposal two, 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 three, the majority of the votes cast at the meeting that are entitled to vote on this proposal voted for the approval and adoption of the amendment to the Helen of Troy Limited 2025 Stock Incentive Plan. On proposal four, 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 and independent registered public accounting firm of the company to serve for the 2027 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 at 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 the 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 formal portion of our meeting is closed. I now turn it back over to Mr. Uzzell.
Thank you, Tim. I would now like to give a brief business overview and open the meeting up for Q&A session. Before we get started, here's information on our use of forward-looking statements and non-GAAP financial measures that will be used in the presentation and my remarks. This can also be found in the materials posted to our investor relations site. I joined Helen of Troy just under a year ago, and I'm so excited by the opportunity to help unlock the potential of our portfolio of strong, trusted brands. I joined Helen of Troy under a year ago, and I'm so excited by the opportunity to help unlock the potential of our portfolio of brands that are strong and trusted.
I also knew I was joining an experienced team with deep knowledge of brands, consumers, customers, and categories. Over the past year, I have had the opportunity to work closely with the team and our associates throughout the organization. From the beginning, we established several clear priorities. We must re-energize our brands and our people. We must adapt our structure to put the consumer at the center.
We must strengthen the portfolio to support more predictable growth, and we have to improve our asset efficiency while maintaining shareholder-friendly policies. Fiscal 2026 was a dynamic and challenging year. Consumers remained selective. Retailers managed inventory cautiously. Tariffs and changing global trade patterns created disruption and placed additional pressure on cost and working capital. The year gave us greater clarity about what we needed to do to change, where we need to invest, where we need to simplify. That clarity led to meaningful actions across the company.
I'm pleased with the steps we have taken to strengthen Helen of Troy and position the company for the future. In the fourth quarter of fiscal 2026, we began shifting from focus on cost containment toward protecting key investments in people, innovation, brands, and commercial capabilities. While maintaining cost discipline, we continue to prioritize sustainable revenue growth, directing our resources to brands, products, and markets where we have the strongest opportunities to win.
I am pleased with the initial progress we made in fiscal 2026. We exit the year with sharp focus on execution. We kept inventory levels essentially flat, even as we absorbed significantly higher tariffs in our inventory. We took actions to mitigate those tariffs through supplier diversification, SKU streamlining, and targeted pricing actions designed to protect our margins. We created greater flexibility in our supply chain to help insulate us from future trade dynamics.
We generated strong cash flow, reduced debt, and strengthened our balance sheet. We also began driving greater operational clarity by simplifying priorities, creating clear ownership, moving decisions closer to the consumer and marketplace. These actions improved our starting point, but we remain clear-eyed. We did not fully offset the pressures we faced, and we still have considerable work to do.
Fiscal 2027 is the foundation year of our multi-year roadmap, a three-phase evolution for stabilizing toward a more focused portfolio of powerhouse brands. Our roadmap is grounded in our purpose, elevating lives in the moments that matter everywhere, every day. Throughout that journey, the consumer remains our North Star. Three principles guide how we are moving forward. First, becoming better before bigger. We must improve how we operate, strengthen the health of our brands, and build a more consistent growth engine before we seek broader scale.
The second is editing and amplifying our priorities and actions of the enterprise by directing time, capital, and attention toward highest impact opportunities. Third is getting closer to the consumer. We want decisions about innovation, marketing, distribution, and consumer experience to be made closer to the marketplace with clear accountability for the outcome. This year, our focus is selectively reinvesting in businesses to restore brand momentum.
That means driving growing brands faster while rebuilding top-line momentum in our declining scale brands. It also means taking abstract ideas of focusing on the consumer and turning it into action, making the consumer-centered offense real. Our actions are guided by three pillars. First, consumer-first innovation. We are strengthening the connection between consumer insight, product development, and brand storytelling.
We want to create products that deliver both utility and style, solve genuine consumer needs, and build stronger connections between our brands and the people that they serve. The second pillar is commercial and operational excellence. We are improving how product, sales, and marketing work together. We are bringing greater discipline to pricing, promotion, channel, and product mix, while strengthening capabilities in such areas as e-commerce, digital shelf, demand planning, and supply chain responsiveness. Third pillar is people and culture. We are re-energizing the organization and working to ensure we have the capabilities required to win.
We want a culture with clear ownership, greater candor, and consistent follow-through, where our associates have the authority and tools to act with speed and purpose. Our fiscal 2027 represents a further step in the right direction. In our track North American channels, we achieved year-over-year point-of-sale growth and concentrated in Braun, Osprey, OXO, and Olive & June. We also saw sequential improvement in key areas, with the greatest improvement in beauty and wellness. We lowered our ending inventory and further reduced debt.
We are encouraged by the early markers, but one quarter does not constitute a turnaround. We need to build consistency and demonstrate progress across more of our portfolio. We also continue to evolve our operating structure by implementing a general management model with five segment GMs and three geographical GMs to bring ownership and decision-making closer to our consumers and key markets. The model combines experienced internal leaders with targeted external talent and providing both continuity and fresh perspective. This is not a reorganization for the sake of reorganization. It is sharpening how we work.
It's about building brands and products that deliver utility and style. It is about creating meaningful connection with the consumer. It is also about giving our brands the focused leadership they need to reach their potential. None of this work happens without our associates. Our teams have managed significant change and external volatility while continuing to serve consumers and customers around the globe.
They have advanced new products, managed supplier transitions, improved distribution performance, strengthened our digital capabilities, and helped simplify how this company operates. I am so grateful for their resilience, ingenuity, and commitment. Before I close, I would also like to recognize Chairman Timothy Meeker and Board member Vince Carson and thank them for their many years of guidance, dedicated service, and valuable contribution to Helen of Troy.
We are grateful for their leadership during their time on the Board and wish them both all the best in their retirement. Let me close where I began. We're focused on becoming a better company on the road to becoming a bigger company. We've made progress, but we still have considerable work to do. Progress will not necessarily be linear, particularly in a dynamic consumer, cost, and geopolitical environment.
We remain focused on the consumer. We will continue to making disciplined choices. We will work to earn the trust of our consumers, our customers, associates, and shareholders through consistent execution. Thank you to all of our shareholders for your continued support, to our board for its guidance, and to our associates for everything they do to build the future of Helen of Troy. Now I'd like to turn to the Q&A forum and take some more questions from our shareholders.
As a reminder, only confirmed shareholders as of the record date are permitted to ask questions. Questions pertinent to the meeting matters may be asked by typing in the box provided on your screen. In case we're unable to answer all questions submitted due to the time constraints, we will post the answers to all remaining questions on our investor relations website as soon as possible following the end of this meeting. These answers will remain available for one year after the date of the meeting.
Just checking, there have been no questions submitted. I will now pass it back to Mr. Uzzell for any final closing comments. Thank you.
That concludes our Q&A session. Thank you for spending time with us.
The meeting has now concluded. Thank you for attending. You may now disconnect your line.