UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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): January 12, 2012
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22818 | 22-3240619 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
58 South Service Road, Melville, NY 11747
(Address of principal executive offices)
Registrant’s telephone number, including area code: (631) 730-2200
Not Applicable
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2012, the Board of Directors (the “Board”) of The Hain Celestial Group, Inc. (the “Company”) voted to expand the size of the Board from ten to eleven members and to appoint Scott M. O’Neil to the Board to fill the new seat.
Mr. O’Neil will participate in the standard non-employee director compensation arrangements described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 7, 2011.
The Company issued a press release on January 17, 2012 (the “Press Release”) announcing the appointment of Mr. O’Neil to the Board. A copy of the Press Release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated January 17, 2012. | |
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: January 18, 2012
| THE HAIN CELESTIAL GROUP, INC. (Registrant) | ||
| By: | /s/ Ira J. Lamel | |
| Name: Ira J. Lamel Title: Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Contact:
Mary Anthes
The Hain Celestial Group, Inc.
631-730-2200
HAIN CELESTIAL APPOINTS SCOTT M. O’NEIL
TO ITS BOARD OF DIRECTORS
Melville, NY, January 17, 2012—The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic products company providing consumers with A Healthy Way of Life™, today announced the appointment of Scott M. O’Neil to its Board of Directors effective immediately. Scott O’Neil is President of Madison Square Garden Sports where he oversees the business operations of The Madison Square Garden Company’s (NASDAQ: MSG) three professional sports teams, the New York Knicks, New York Rangers and New York Liberty. Mr. O’Neil also manages the growing MSG Sports business of world-class live sporting events, including boxing, tennis and college basketball, and is responsible for MSG’s cross-platform marketing partnerships and suite sales for the currently underway top-to-bottom Transformation of Madison Square Garden.
“We’re excited to have Scott join our Board of Directors,” commented Irwin D. Simon, Founder, President, Chief Executive Officer and Chairman of the Board of Hain Celestial. “He has quickly built a world-class organization at MSG Sports, developing one of the top sales teams in the country, and is known and recognized for his brand building and marketing expertise. We look forward to Scott’s contributions in furthering our commitment to natural and organic brands as part of a healthy lifestyle.”
Mr. O’Neil has established a reputation in the sports industry as a leader in building management teams and attracting talent, driving results through an organizational culture focused on collaboration, innovation and execution. Since joining MSG in July 2008, Mr. O’Neil has driven an unprecedented level of marketing partnerships with industry leading brands, including JPMorgan Chase, Anheuser-Busch, Coca-Cola and Delta Air Lines. The Knicks, Rangers and Liberty are continually recognized in the sports industry for their brand strength, digital innovation and fan engagement across all platforms.
Prior to his joining MSG, Mr. O’Neil was Senior Vice President for the National Basketball Association, overseeing the league’s team marketing and business operations. Scott O’Neil holds an undergraduate degree in marketing from Villanova University School of Business and a master of business administration degree from the Harvard Business School.
Mr. O’Neil’s appointment brings the number of directors on Hain Celestial’s board to eleven.
The Hain Celestial Group, Inc.
The Hain Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a leading natural and organic products company in North America and Europe. Hain Celestial participates in many natural categories with well-known brands that include Celestial Seasonings®, Earth’s Best®, Terra®, Garden of Eatin’®, Sensible Portions®, Health Valley®, Arrowhead Mills®, MaraNatha®, SunSpire®, DeBoles®, Gluten Free Café™, Hain Pure Foods®, Hollywood®, Spectrum Naturals®, Spectrum Essentials®, Walnut Acres Organic®, Imagine®, Almond Dream®, Rice Dream®, Soy Dream®, WestSoy®, The Greek Gods®, Ethnic Gourmet®, Yves Veggie Cuisine®, Europe’s Best®, New Covent Garden Soup Co.®, Johnson’s Juice Co.®, Farmhouse Fare®, Linda McCartney®, Daily Bread™, Lima®, Danival®, GG UniqueFiber®, Grains Noirs®, Natumi®, JASON®, Zia® Natural Skincare, Avalon Organics®, Alba Botanica®, Queen Helene®, Earth’s Best TenderCare® and Martha Stewart Clean™. Hain Celestial has been providing “A Healthy Way of Life™” since 1993. For more information, visit www.hain-celestial.com.