Management Change/Compensation, Proxy Results (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2025, The Hain Celestial Group, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). As further discussed below, at the Annual Meeting, the stockholders of the Company approved a proposal to amend The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan, as amended (the "2022 Plan"), to increase the number of shares of the Company's common stock (the "Shares") available for issuance under the 2022 Plan from 12,950,000 Shares to 15,950,000 Shares, subject to adjustments as described in the 2022 Plan (the "Amendment"). The Company's Board of Directors had previously approved and adopted the Amendment, subject to stockholder approval.

For a description of the material features of the 2022 Plan as amended by the Amendment, see the Company's Definitive Proxy Statement on Schedule 14A (File No. 000-22818), filed with the Securities and Exchange Commission on September 18, 2025, under the heading "Proposal 4-Approval of an Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan," which is incorporated herein by reference. The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the actual terms set forth in the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The matters voted upon at the Annual Meeting and the voting results are set forth below.

Proposal 1 - Election of Directors

The following seven director nominees were elected to serve on the Company's board of directors until the next annual meeting of stockholders and until their successors are duly elected and qualified, based upon the following vote:

Proposal 2 - Advisory Vote to Approve Named Executive Officer Compensation

The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers for the fiscal year ended June 30, 2025 was approved based upon the following vote:

Proposal 3 - Ratification of Appointment of Registered Independent Accountants

The proposal to ratify the appointment of Ernst & Young LLP as the Company's registered independent accountants for the fiscal year ending June 30, 2026 was approved based upon the following vote:

Proposal 4 - Approval of Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan

The proposal to approve the amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan, as amended, was approved based upon the following vote:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.