Helen of Troy : 2021 Proxy Statement Definitive

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))þ Definitive Proxy Statement
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HELEN OF TROY LIMITED

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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WHY
HELEN OF TROY
	Proven ability to
	acquire and integrate
Powerful global brands;	Global shared services
many market leaders	infrastructure
Accelerating	Upgraded and elevated
innovation and market	management talent
share
Outstanding cash flow	Transformational
and financial flexibility	strategy and culture

MESSAGE FROM OUR

CHIEF EXECUTIVE OFFICER

Dear Shareholders:

It is my pleasure to invite you to the 2021 Annual General Meeting of Shareholders (the "Annual Meeting") of Helen of Troy Limited (the "Company") and inform you that the Annual Meeting will be conducted online on Wednesday, August 25, 2021, starting at 11:00 a.m. Mountain Daylight Time. Due to the ongoing public health impact of the coronavirus outbreak ("COVID-19"), and to support the health and well-being of our directors, associates and shareholders, the Annual Meeting will be held in a virtual- only meeting format via live webcast at www.virtualshareholdermeeting. com/ HELE2021. You will not be able to attend the Annual Meeting in person. Please review the instructions for virtual attendance included in the "Attending and Participating in the Virtual Annual General Meeting" section of the accompanying Proxy Statement.

Shareholders will be able to listen, vote, and submit questions from their home or any remote location with Internet connectivity. You will need to provide your 16-digit control number that is on your Notice of Internet Availability of Proxy Materials ("Notice of Internet Availability") or on your proxy card if you receive materials by mail. Details regarding how to attend the Annual Meeting online, how to vote and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement.

We continue to encourage you to help us reduce printing and mailing costs and conserve natural resources by submitting your proxy with voting instructions via the Internet. It is convenient and saves us significant postage and processing costs. You may also submit your proxy via telephone or by mail if you received paper copies of the proxy materials. Instructions regarding all three methods of voting are included in the Notice of Internet Availability, the proxy card and the Proxy Statement.

At our Annual Meeting, we will vote on proposals (1) to elect the eight nominees to our Board of Directors (individually referred to as "Directors" and, collectively, the "Board"), (2) to provide advisory approval of the Company's executive compensation, and (3) to appoint Grant Thornton LLP as the Company's auditor and independent registered public accounting firm for the 2022 fiscal year and to authorize the Audit Committee of the Board to set the auditor's remuneration, and transact such other business as may properly come before the Annual Meeting. The accompanying Notice of Annual General Meeting of Shareholders and Proxy Statement contains information that you should consider when you vote your shares. For your convenience, you can appoint your proxy via touch-tone telephone or the Internet at:

1-800-690-6903 or WWW.PROXYVOTE.COM

It is important that you vote your shares whether or not you plan to virtually attend the Annual Meeting. If you do not plan on attending the Annual Meeting, we urge each shareholder to promptly sign and return the enclosed proxy card or appoint your proxy by telephone or online so that your shares will be represented and voted at the Annual Meeting. If you plan to attend the Annual Meeting virtually, you may also vote online at that time. On behalf of the management team and the Board of the Company, we would like to extend a thank you to our associates for their outstanding efforts to support the Company during this challenging year and to you our shareholders for your continued support and confidence.

Sincerely,

Julien R. Mininberg

Chief Executive Officer

2021 Proxy Statement

3

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Helen of Troy Limited

Clarendon House

2 Church Street

Hamilton, Bermuda

DATE AND TIME	LOCATION
August 25, 2021 at	Online only at www.
11:00 a.m., Mountain	virtualshareholdermeeting.
Daylight Time	com/HELE2021

WHO CAN VOTE

The record date for determining shareholders entitled to receive notice of and to vote at the Annual Meeting is June 23, 2021

Items of BusinessBoard Recommendation

Proposal 1: To elect the eight nominees to our Board of Directors	ü FOR each Director
nominee
Proposal 2: To provide advisory approval of the Company's executive	ü FOR
compensation
Proposal 3: To appoint Grant Thornton LLP as the Company's auditor and
independent registered public accounting firm for the 2022 fiscal year and	ü FOR
to authorize the Audit Committee of the Board of Directors to set the
auditor's remuneration

We will also transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Advance Voting Methods

TELEPHONE

1-800-690-6903

INTERNET

www.proxyvote.com

E-Proxy

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 25, 2021.

In accordance with Securities and Exchange Commission ("SEC") rules, we are furnishing proxy materials to our shareholders on the Internet, rather than by mail. We believe this e-proxy process expedites our shareholders' receipt of proxy materials, lowers our costs and reduces the environmental impact of our Annual Meeting. The Notice, Proxy Statement and the Company's 2021 Annual Report to Shareholders and any other related proxy materials are available on our hosted website at www.proxyvote.com. For additional information, please refer to the section "Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting" in the Proxy Statement.

By Order of the Board of Directors,

Tessa Judge

General Counsel and Secretary

July 14, 2021

WHETHER OR NOT YOU EXPECT TO VIRTUALLY ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY AS SOON AS POSSIBLE. IF YOU DO VIRTUALLY ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. MOST SHAREHOLDERS HAVE THREE OPTIONS FOR SUBMITTING THEIR PROXIES PRIOR TO THE ANNUAL MEETING: (1) VIA THE INTERNET, (2) BY PHONE OR

1. BY SIGNING AND RETURNING THE ENCLOSED PROXY. IF YOU HAVE INTERNET ACCESS, WE ENCOURAGE YOU TO APPOINT YOUR PROXY ON THE INTERNET. IT IS CONVENIENT, AND IT SAVES THE COMPANY SIGNIFICANT POSTAGE AND PROCESSING COSTS.

• Helen of Troy