Helen Of Troy Ltd AGM 2026

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, G. 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 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 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.