Helen of Troy Limited · NASDAQ:HELE
Helen of Troy — Proxy Contest (November 2026)
29 slides from Helen of Troy's proxy contest presentation, November 2026
Slide 1: Building a Better Helen of Troy
Building a Better Helen of Troy November 2026
Slide 2: Forward-Looking Statements and Reconciliation of Non-GAAP Financial Measures
Forward-Looking Statements and Reconciliation of Non-GAAP Financial Measures Forward-Looking Statements: Certain written and oral statements made by the Company and subsidiaries of the Company may constitute “forward-looking and regulations, including environmental, employment and health and safety
Slide 3: Helen of Troy's Plan is Delivering Results Now and Positions the Company to Drive Significant Long-Term Value
Helen of Troy's Plan is Delivering Results Now and Positions the Company to Drive Significant Long-Term Value Empower Brands' Unsolicited Proposal is Opportunistic and Deprives Shareholders of Intrinsic Value • On October 12, 2026, Empower Brands, a joint venture between Spectrum Brands (NYSE: SPB)
Slide 4: A Strong Foundation for Future Growth
A Strong Foundation for Future Growth
Slide 5: A Portfolio of Trusted Brands in Attractive Consumer Categories
A Portfolio of Trusted Brands in Attractive Consumer Categories ~$1.8B Net Sales Our Global Business Segments Balanced across two segments, multiple channels, and a global footprint Portfolio of Market-Leading Brands Beauty Home Strong brand equity and consumer loyalty across attractive categories &
Slide 6: Three-Phase Strategic Roadmap
Three-Phase Strategic Roadmap New Leadership Defining How We Will Operate, Win and Drive Improved Performance PHASE I PHASE II PHASE III Foundation Focus Build FY27 Years 2–3 Years 4+ Current Year Ending Feb. 2027 ✓ Stabilize performance, build core • Invest in highest potential opportunities • Stre
Slide 7: Phase 1: Building a Strong Foundation to Unlock Our Full Potential
Phase 1: Building a Strong Foundation to Unlock Our Full Potential New organization model: segment and regional general managers 01 Bringing our company closer to the consumer with faster decision-making and agility to unlock the Driving agility full potential of our brands Consumer-first innovation
Slide 8: New Organizational Model: Segment and Regional General Managers
01 New Organizational Model: Segment and Regional General Managers Driving Agility and Increasing Horsepower across our Brands 5 Segment General Managers 3 Regional General Managers End-to-end ownership across their portfolios: OXO, Osprey, Priority international growth markets: EMEAI, APAC, LATAM H
Slide 9: Consumer-first Innovation with Expansion into Adjacencies
02 Consumer-first Innovation with Expansion into Adjacencies Trusted brands are extending into adjacent categories, supported by new product platforms and expanded distribution Home & Outdoor Beauty & Wellness OXO Osprey Braun Olive & June CATEGORY EXPANSION: HARDSIDE ADJACENCY: BLOOD PRESSURE CATEG
Slide 10: Strengthening Commercial and Operational Discipline
03 Strengthening Commercial and Operational Discipline Turning operational discipline into measurable growth, margin and cash flow gains Tighter Channel Optimization Digital Shelf Retail Media Inventory Management Improving strategic channel Strengthening product Investing in retail media to Alignin
Slide 11: Disciplined Capital Allocation
04 Disciplined Capital Allocation Significant Cash Generation Driving Re-investment in Business and Reduction in Leverage W O R K I N G C AP I T AL R E D U C T I O N C AS H F L O W F R O M O P E R AT I O N S T O T AL D E B T R E D U C T I O N 1 ~$120M +$228M -$244M From FY25 year-end through Q2 FY27
Slide 12: Execution of Plan Since CEO Joined is Delivering Results
Execution of Plan Since CEO Joined is Delivering Results Brand relevance and improved profitability supports increased FY27 outlook Net Sales Growth +13.2% Q1 FY27 Power Brand net sales growth vs. 8.2% consolidated growth of 8.2% 2.1% 0.5% +7.6% -3.4% Q3 FY26 -3.3% Q4 FY26 Q1 FY27 Q2 FY27 FY27 Guida
Slide 13: Execution of Helen of Troy's Plan Delivers Materially More Value to Shareholders than Opportunistic Proposal
Execution of Helen of Troy's Plan Delivers Materially More Value to Shareholders than Opportunistic Proposal 5-Year Outlook Net Sales Growth • Anchored by Power Brands (~75% of total growth), proven growth platforms and international expansion Low-to-Mid Single Digits • Reinvesting tariff refund pro
Slide 14: Empower Brands' Unsolicited Proposal Meaningfully Undervalues Helen of Troy and its Strategic Plan
Empower Brands' Unsolicited Proposal Meaningfully Undervalues Helen of Troy and its Strategic Plan
Slide 15: Empower Brands' Proposal is Opportunistic
Empower Brands' Proposal is Opportunistic Proposal Does Not Reflect Underlying Intrinsic Value of Helen of Troy Our business and share price have been adversely impacted by tariffs and transitory inflationary pressures Under a refreshed leadership team and Board, we are less than a year into a three
Slide 16: Helen of Troy's Highly Qualified, Recently Refreshed Board
Helen of Troy’s Highly Qualified, Recently Refreshed Board New since 2022 The majority of the Board has been refreshed with new directors since 2022 G. Scott Uzzell Marlo M. Cormier Mitchell E. Fadel Tabata L. Gomez Elena B. Otero Director since 2025 Director since 2026 Director since 2026 Director
Slide 17: Board Conducted Thorough Evaluation of Empower Brands' Offer
Board Conducted Thorough Evaluation of Empower Brands’ Offer • The Board thoroughly reviewed Empower Brands’ Proposal • The Company engaged independent financial and legal advisors to assist with the evaluation of the Proposal • Following the detailed review, the Board unanimously rejected Empower B
Slide 18: Additional Information; Certain Information Regarding Participants
Additional Information; Certain Information Regarding Participants Additional Information Certain Information Regarding Participants This communication does not constitute an offer to buy or solicitation of an offer to The Company and certain of its respective directors and executive officers may be
Slide 19: Appendix
Appendix
Slide 20: Glossary of Terms
Glossary of Terms Acquisition-related Expenses – Expenses associated with the definitive agreement to acquire E-commerce – Net sales to pure-play online retailers and retail customers fulfilling end- Olive & June during the fourth quarter of fiscal 2025. consumers online orders, as well as our own o
Slide 21: Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income (Loss) to EBITDA
Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (Unaudited) (in thousands) FY25 Q2 FY25 Q3 FY25 Q4 FY26 Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY2
Slide 22: Reconciliation of Non-GAAP Financial Measures – GAAP Net Income (Loss) to EBITDA
Reconciliation of Non-GAAP Financial Measures – GAAP Net Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization) and Adjusted EBITDA (Non-GAAP) (Unaudited) (in thousands) FY25 Q2 FY25 Q3 FY25 Q4 FY26 Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY27 Q1 FY27 Q2 Net income (loss)
Slide 23: Reconciliation of Non-GAAP Financial Measures – Net Leverage Ratio
Reconciliation of Non-GAAP Financial Measures – Net Leverage Ratio (Non-GAAP) (Unaudited) (in thousands) Twelve Months Ended FY26 Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY27 Q1 FY27 Q2 Adjusted EBITDA (non-GAAP) $ 262,474 $ 242,810 $ 221,638 $ 185,785 $ 185,793 $ 199,018 Pro forma effect of the Olive & June acq
Slide 24: Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income (Loss) to EBITDA
Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (Unaudited) (in thousands) Twelve Months Ended February 28, Three Months Ended August
Slide 25: Reconciliation of Non-GAAP Financial Measures – GAAP Net Income (Loss) to EBITDA
Reconciliation of Non-GAAP Financial Measures – GAAP Net Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (Unaudited) (in thousands) Twelve Months Ended February 28, Three Months Ended August 31, 20
Slide 26: Fiscal 2027 Outlook for Net Sales Revenue
Fiscal 2027 Outlook for Net Sales Revenue (Unaudited) (in thousands) Consolidated: Fiscal 2026 Fiscal 2027 Outlook Net sales revenue $ 1,786,290 $ 1,768,000 — $ 1,822,000 Net sales revenue (decline) growth (1.0)% — 2.0% 19
Slide 27: Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for GAAP Net Income (Loss)
Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for GAAP Net Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (Unaudited) (in thousands) Fiscal 2025 Fiscal 2026 Fiscal 2027 Outlo
Slide 28: Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for GAAP Diluted EPS
Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for GAAP Diluted EPS to Adjusted Diluted EPS (Non-GAAP) and GAAP Effective Tax Rate to Adjusted Effective Tax Rate (Non-GAAP) (Unaudited) Outlook for the Balance of the Six Months Ended Fiscal Year Tax Rate August 31, 2026 (Six Mont
Slide 29: Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for Free Cash Flow
Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for GAAP Net Cash Provided by Operating Activities to Free Cash Flow (Non- GAAP) (Unaudited) (in thousands) Outlook for the Balance of the Six Months Ended Fiscal Year August 31, 2026 (Six Months) Fiscal 2027 Outlook Net cash provid