Item 8.01 Other Events.
Effective January 11, 2021, Julien R. Mininberg, Chief Executive Officer of
Helen of Troy Limited (the "Company"), adopted a share trading plan (the "10b5-1
Plan"). This plan was adopted as part of Mr. Mininberg's individual long-term
strategy for asset diversification and estate management.
The 10b5-1 Plan was adopted in accordance with guidelines specified by Rule
10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company's
insider trading policies. Rule 10b5-1 permits corporate officers, directors and
others to adopt written, pre-arranged share trading plans when they are not in
possession of material, non-public information. Using these plans, insiders may
gradually diversify their investment portfolios and spread shares trades over a
period of time regardless of any material, non-public information they may
receive after adopting their plans. In accordance with Rule 10b5-1, Mr.
Mininberg will have no discretion over the sales of his common shares under the
plan.
Subject to satisfaction of certain conditions, the number of shares that may be
sold into the marketplace under the 10b5-1 Plan will be the number of the shares
that Mr. Mininberg may receive pursuant to the following awards granted to Mr.
Mininberg: (1) time-vested restricted stock units granted in March 2018 and
expected to vest on March 1, 2021, and (2) performance restricted stock units
granted in March 2018 and expected to vest on May 15, 2021, in each case, net of
shares settled for tax purposes. It is expected that sales under the 10b5-1 Plan
could commence on May 19, 2021 and any such sales will be completed in just
under eight months. Because the sales under the plan are subject to or dependent
upon certain market pricing parameters, trading limitations, and vesting of
performance-based awards, there is no guarantee as to the exact number of shares
that will be sold under the plan, or that there will be any sales pursuant to
the plan.
Any transactions under the 10b5-1 Plan will be disclosed publicly through Form 4
and Form 144 filings with the Securities and Exchange Commission. The Company
does not undertake to report 10b5-1 trading plans by other officers or directors
of the Company in the future, or to report modifications or terminations of any
such plans, whether or not the plan was publicly announced, except as may be
required by law.
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