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Get filing alertsHelen of Troy amends annual incentive plan to remove obsolete tax provisions
Filed May 19, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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Board approved technical amendments to the annual incentive plan, removing outdated Section 162(m) tax code references that became obsolete after tax law changes.
Item 5.02 verify on EDGAR → -
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Plan aligned with administrative provisions in the 2025 Stock Incentive Plan previously approved by shareholders, harmonizing governance across compensation programs.
Item 5.02 verify on EDGAR → -
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Clarified that Board or Compensation Committee may delegate authority to officers for setting incentive targets for non-executive employees, streamlining administration.
Item 5.02 verify on EDGAR →
Summary
Helen of Troy filed routine amendments to its annual incentive plan on May 13, 2026. The changes are administrative housekeeping: removing references to Section 162(m) of the tax code that became obsolete after tax law changes eliminated the executive compensation deduction limit, aligning administrative provisions with the company's 2025 Stock Incentive Plan that shareholders approved last year, and clarifying that management can set bonus targets for non-executive employees while the board retains control over executive compensation. The amendments have no operational or financial impact.
They clean up outdated legal references and standardize governance procedures across the company's compensation programs. For retail holders, this is a routine compliance matter with no material implications for the business or executive pay practices.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Board amended annual incentive plan to remove outdated tax provisions, align with 2025 stock plan, and clarify delegation authority.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
On May 13, 2026, the Board of Directors (the “Board”) of Helen of Troy Limited (the “Company”), approved and adopted the Helen of Troy Limited Amended and Restated Annual Incentive Plan (the “Plan”) to make certain administrative and technical updates as further described herein.
The Board approved amendments to the company's annual incentive plan on May 13, 2026. The changes are described as administrative and technical updates to the existing bonus program for employees.
Added in current filing · verify on EDGAR →
(i) removing references to Section 162(m) of the Internal Revenue Code and similar provisions that are no longer applicable or necessary due to changes in such law
The plan removes references to Section 162(m) of the tax code, which previously limited deductibility of executive compensation. These provisions became obsolete after tax law changes, so their removal is a cleanup measure with no operational impact.
Added in current filing · verify on EDGAR →
(iii) clarifying the authority that may be delegated by the Board or Compensation Committee from time to time under the Plan to the Company’s officers to set annual incentive opportunities for, and grant awards to, employees other than Named Executive Officers (as defined in the Plan).
The plan clarifies that the Board or Compensation Committee can delegate authority to company officers to set incentive targets and grant awards for non-executive employees. This streamlines administration for the broader employee base while keeping executive compensation decisions at the board level.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 14, 2026 · How we verify