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

Filed by the Registrant ☒                 Filed by a Party other than the Registrant ☐

Check the appropriate box:

THE HAIN CELESTIAL GROUP, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Notice of the 2017 Annual Meeting and Proxy Statement

Thursday, November 16, 2017 at 11:00 a.m., Eastern Time

1111 Marcus Avenue, Lake Success, New York 11042

THE HAIN CELESTIAL GROUP, INC.

1111 Marcus Avenue

Lake Success, NY 11042

516-587-5000

To the Stockholders of THE HAIN CELESTIAL GROUP, INC.:

The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of The Hain Celestial Group, Inc. will be held on Thursday, November 16, 2017 at 11:00 a.m., Eastern Time at 1111 Marcus Avenue, Lake Success, New York for the following purposes:

These matters are more fully described in the attached proxy statement, which is made a part of this notice.

Only stockholders of record as of the close of business on September 25, 2017 are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment or postponement thereof. A list of these stockholders will be available for inspection by any stockholder for any purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting at our principal executive office located at 1111 Marcus Avenue, Lake Success, NY 11042, and will also be available at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 16, 2017: A complete set of proxy materials relating to our Annual Meeting is available on the Internet. These materials, consisting of the Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K to Stockholders for the fiscal year ended June 30, 2017, may be viewed at http://www.hain.com/proxy.

By order of the Board of Directors,

Denise M. Faltischek

Executive Vice President and General Counsel,

Corporate Secretary

Dated: [October     , 2017]

Directions to the Annual Meeting of Stockholders

From New York City: Take the Long Island Expressway East to the Cross Island Parkway South (Exit 31S), to the Grand Central Parkway East (Exit 29E). The Grand Central Parkway becomes the Northern State Parkway. Take Exit 25 towards Lakeville Road/New Hyde Park Road/Great Neck. Cross over Marcus Avenue into the 1111 Marcus Avenue complex. Park in HAIN designated spots in the northwest parking lot. Enter Building 1.

From Eastern Long Island: Take the Northern State Parkway West to Exit 25 towards Lakeville Road/New Hyde Park Road/Great Neck. Turn right onto Lakeville Road. Make the first left onto Marcus Avenue. 1111 Marcus Avenue will be on the right. Park in HAIN designated spots in the northwest parking lot. Enter Building 1.

Long Island Rail Road: Take the Port Jefferson Branch Line to the New Hyde Park Station. Take a taxi to 1111 Marcus Avenue, Lake Success, New York. Enter Building 1.

THE HAIN CELESTIAL GROUP, INC.

PROXY STATEMENT

TABLE OF CONTENTS

The Hain Celestial Group, Inc. 2017 Proxy Statement					TOC

PROPOSAL NO. 1 ELECTION OF DIRECTORS

In fiscal year 2017, our Board of Directors oversaw the implementation of a strategic business review of the Company including operational, financial, strategic and governance aspects. We implemented key governance reforms, oversaw an in-depth accounting investigation, refreshed our ranks and supported strategic initiatives so we can benefit from a rapidly changing competitive environment. We ask that you support our Directors’ re-election to enable us to continue moving the Company forward.

Cooperation Agreement

Pursuant to a cooperation agreement (the “Cooperation Agreement”) we entered into with certain individuals affiliated with and investment funds managed by Engaged Capital, LLC (the “Engaged Group”) on September 27, 2017, we temporarily increased the size of our Board of Directors to 14 directors and appointed each of Dr. Celeste A. Clark, R. Dean Hollis, Shervin J. Korangy, Jack L. Sinclair, Glenn W. Welling and Dawn M. Zier and agreed to include them in the Company’s slate of nominees for the 2017 and 2018 Annual Meetings of Stockholders. Pursuant to the terms of the Cooperation Agreement, the size of the Board will be reduced to 11 directors and three members of the incumbent Board (Richard C. Berke, Raymond W. Kelly and Scott M. O’Neil) will not stand for re-election. During the standstill period (the “Standstill Period”), which begins on the date of the Cooperation Agreement and extends through and includes the date of the 2018 Annual Meeting, neither the Board nor any committee of the Board may modify the size of the Board from 11 directors without the unanimous approval of the Board.

With respect to the shares of the Company’s common stock owned by the Engaged Group and its Affiliates (as defined in the Cooperation Agreement), the Engaged Group has agreed to certain standstill, voting and other similar provisions in connection with entry into the Cooperation Agreement. In particular, during the Standstill Period, the Engaged Group has agreed that it will, and shall cause each of its Affiliates to, among other things, vote all shares of common stock of the Company beneficially owned by the Engaged Group or such Affiliate (or otherwise for which it has voting rights) at such meeting (1) in favor of the slate of directors recommended by the Board and any other proposal supported by a majority of the Board; provided, however, the Engaged Group and its Affiliates are permitted to vote at their discretion with respect to the “say-on-pay” proposal brought before the stockholders at the 2017 Annual Meeting, (2) against any stockholder proposals or director nominations at such annual or special meeting which are not supported by the Board, and (3) in favor of the ratification of the appointment of such accounting firm as may be determined by the Board as the Company’s independent registered public accounting firm for the relevant fiscal year.

Pursuant to the Cooperation Agreement, during the Standstill Period, except following unanimous approval of the Board, the Engaged Group has agreed that neither it nor its Affiliates will purchase or cause to be purchased or otherwise acquire (1) beneficial ownership of any common stock or other securities of the Company (other than securities issued pursuant to a plan established by the Board for members of the Board or a stock split, stock dividend or similar corporate action initiated by the Company with respect to any securities beneficially owned by the members of the Engaged Group or its Affiliates), if immediately after the taking of such action, the Engaged Group together with its Affiliates would, in the aggregate, beneficially own more than 14.9% of the then outstanding shares of Common Stock, or (2) interests in any of the Company’s indebtedness.

General

Our Board of Directors is currently composed of 14 members, of which 11 will stand for re-election at the annual meeting. It is proposed that the 11 incumbent directors standing for re-election be elected to hold office until the next annual meeting and until their successors are elected and qualified. Richard C. Berke, Raymond W. Kelly and Scott M. O’Neil are not standing for re-election, and the Company thanks them for their service and many contributions to the Company.

The Board has nominated, and the proxies will vote to elect, unless otherwise directed, the following individuals as members of the Board of Directors to serve until the next Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: Irwin D. Simon, Dr. Celeste A. Clark, Andrew R. Heyer, R. Dean Hollis, Shervin J. Korangy, Roger Meltzer, Adrianne Shapira, Jack L. Sinclair, Glenn W. Welling, Dawn M. Zier and Lawrence S. Zilavy. Each nominee has consented to be nominated and to serve, if elected.

The Hain Celestial Group, Inc. 2017 Proxy Statement					11

Information about the Nominees

Irwin D. Simon is the Founder of The Hain Celestial Group, Inc. and has been our President and Chief Executive Officer (“CEO”) and a director since our inception in 1993. Mr. Simon was appointed Chairman of the Board of Directors in April 2000. Previously, Mr. Simon was employed in various marketing capacities at Slim-Fast Foods Company, a dietary food and beverage company, and The Haagen-Dazs Company, a frozen dessert company, then a division of Grand Metropolitan, PLC, a portfolio of luxury brands and companies. Mr. Simon currently serves as the lead director of MDC Partners Inc., a provider of marketing, activation and communications solutions and services and of Chop’t Creative Salad Company, a fast casual dining company. He also serves as the Vice Chairman of the board of directors of Tulane University and on the board of trustees of Poly Prep Country Day School. During the last five years, Mr. Simon also served as a director of Jarden Corporation, a consumer products company, until its merger with Newell Rubbermaid Inc. Mr. Simon also served as an independent non-executive director of Yeo Hiap Seng Limited, a food and beverage company based in Singapore.

Key Attributes, Experience and Skills:

As Founder, President and CEO since our inception in 1993, Mr. Simon has a demonstrated record of innovation, achievement and leadership. Mr. Simon brings to the Board more than 30 years of extensive experience in the global consumer packaged goods industry including brand marketing, commerce, operations and mergers, acquisitions and divestitures. Under his leadership the Company has completed over 55 acquisitions and strategic transactions. Mr. Simon provides the Board with unique perspectives and invaluable, in-depth knowledge of the Company, including strategic growth opportunities, personnel, relationships with key customers and suppliers around the world, competitive positioning, history, culture, and all other aspects of its operations. As President and CEO of a publicly traded company, Mr. Simon brings experience working with the investor community and financial institutions as well as capital markets expertise. In addition as a Founder and early pioneer, Mr. Simon is a recognized prominent visionary and leader in the organic and natural products industry with an in-depth knowledge among manufacturers, distributors and retailers across varying channels of distribution. Further, Mr. Simon’s prior employment experience and directorships bring him valuable insight into the global consumer packaged goods and educational industries, as well as the marketing and communications industry, including advertising, public relations branding, digital, social and event marketing and consumer insights.

Celeste A. Clark has been a director since September 2017. She currently serves as adjunct professor at Michigan State University, East Lansing, Michigan in the Department of Food Science and Human Nutrition, where she has served in such position since January 2012. She has been the principal of Abraham Clark Consulting, LLC, a consulting firm, since November 2011 and consults on nutrition and health policy, regulatory affairs and leadership development. Dr. Clark previously served as a senior executive of Kellogg Company, a food manufacturing company, where she was a member of the Global Executive Management Team and had an accomplished career spanning nearly 35 years in the food industry. She was responsible for leading the development and implementation of health, nutrition and regulatory science initiatives and worked across 180 global markets to ensure consistency in approach and implementation within regulatory guidelines. In addition to nutrition, she also led and managed the global functions of corporate communications, public affairs, sustainability, philanthropy and several administrative areas while at Kellogg Company. Dr. Clark is currently a director of AAA Michigan, a travel, road service and insurance entity where she has served as the chairperson of the Nominating and Governance Committee since 2012 and a director of Omega Protein, Inc., a manufacturer of fish meal and fish oils, where she serves on the Nominating and Governance and Compensation Committees. Dr. Clark previously served as a director of Mead Johnson Nutrition Company, a pediatric nutrition company, beginning in 2011 until the acquisition of the company by Reckitt Benckiser plc, as a director of Diamond Foods, Inc., a leading branded snacks supplier, beginning in 2014 until the acquisition of the company by Synder’s-Lance, Inc. in 2016; and as a director at AdvancePierre Foods Holdings, Inc., a producer and distributor of ready-to-eat sandwiches, where she chaired the Nominating and Governance Committee, and served as a member of the Audit Committee.

Key Attributes, Experience and Skills:

Dr. Clark brings significant industry experience in various nutrition, consumer products, public policy, risk management and governance matters to our Board. She has served on a number of public company boards, which have provided her with a broad understanding of the operational, financial and strategic issues facing public companies.

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Andrew R. Heyer has been a director since November 2012 and previously served as a director from November 1993 until November 2009. He currently serves as the lead independent director and is the chairperson of the Audit Committee. Mr. Heyer is the CEO and Founder of Mistral Equity Partners, a private equity fund. Prior to founding Mistral Equity Partners in 2007, from 2000 through 2007 he served as a Founding Managing Partner of Trimaran Capital Partners, L.L.C. Mr. Heyer was formerly a Vice Chairman of CIBC World Markets Corp. and co-head of CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. Before Argosy, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated, and previous to that, he worked at Shearman/American Express. Mr. Heyer currently serves as a director of Jamba, Inc. and Form Holdings. Mr. Heyer also serves as a member of the Executive Committee and Board of Trustees of the University of Pennsylvania and as Chair of the University of Pennsylvania Health System.

Key Attributes, Experience and Skills:

Mr. Heyer brings significant finance, investment, capital markets and consumer products experience to the Board. He has served on a number of public and private boards, which have provided him with a broad understanding of the operational, financial and strategic issues facing public and private companies. In addition, Mr. Heyer’s business, financial and investment experience in the consumer product and services industries makes him qualified for service on our Board.

R. Dean Hollis has been a director since September 2017. He is a senior advisor for Oaktree Capital, a $100 billion world-wide private equity firm. Prior to 2008, Mr. Hollis was president and chief operating officer, ConAgra Foods, Consumer Foods and International. In that role, Mr. Hollis developed and executed a worldwide business transformation strategy, while overseeing the largest part of the ConAgra Foods portfolio, including its $12 billion consumer and customer branded businesses, consisting of over 40 global brands in 110 countries. During his 21 years with ConAgra Foods, he held many executive level positions, including Executive Vice President, Retail Products; President, Grocery Foods; President, Frozen Foods; President, Specialty Foods; and President, Gilardi Foods. Since October 2016, he has been a director and chairperson of the board of directors of SunOpta Inc., a world-wide leader in healthy foods, specializing in non-GMO and organic products. From 2008 until its recent sale to Tyson Foods, Mr. Hollis served as chairperson of the board of directors and on the Compensation Committee of AdvancePierre Foods Holdings, Inc., a producer and distributor of ready-to-eat sandwiches. Until its sale to Snyder’s-Lance Inc. in early 2016, he also served on the board of Diamond Foods, Inc. a leading branded snacks supplier, where he served on the Audit and Nominating and Governance Committees. Also, until its sale to Pinnacle Foods Inc. in January of 2016, Mr. Hollis served as chairperson of the board of directors and on the Audit committee of Boulder Brands, Inc. a leader and innovator in health and wellness foods. Until October 2015, he also served on the board of Landec Corporation, a developer and marketer of patented polymer products for food, agriculture and licensed partner applications, where he chaired the Compensation Committee.

Key Attributes, Experience and Skills:

As a result of the various positions he has held in the food industry, Mr. Hollis brings relevant operational experience to our Board. In addition, he has served on a number of public company boards, which have provided him with a broad understanding of the operational, financial and strategic issues facing public companies.

The Hain Celestial Group, Inc. 2017 Proxy Statement					13

Shervin J. Korangy has been a director since September 2017. Since April 2017, he has served as the Chief Financial Officer and Head of Strategy of Beaver-Visitec International (“BVI”), a Texas Pacific Group portfolio company that is a global developer, manufacturer and marketer of specialized surgical products. Prior to his role with BVI, Mr. Korangy served as a senior executive of Novartis Group AG, a diversified healthcare products company, until March 2017. During his more than six years at Novartis commencing in 2010, he served in various international capacities spanning strategy, M&A, integrations, sales & marketing and general management including the Global Head of Corporate Finance based in Switzerland, Business Unit Manager based in France and Managing Director based in the United Kingdom. Previously, he was a Managing Director at The Blackstone Group, an investment firm, which he joined in 1996. During his more than 14 years at Blackstone, he served both as an advisor in the Restructuring & Reorganization business (where he worked with companies in the telecom, manufacturing, retail and financial services industries) and as an investor in the Private Equity business (where he focused on the consumer products, financial services and packaging industries). Mr. Korangy has served on the board of directors of Motus GI, a manufacturer and marketer of medical device products for the gastroenterology, since April 2017 (and as chairperson of its Audit Committee), and as a senior advisor to Sight Sciences LLC, a provider of surgical and nonsurgical systems for use by ophthalmologists and optometrists, since June 2011. Mr. Korangy’s previous Board experience includes having served as a director of Pelican Rouge Group, a consumer coffee manufacturer and distributor, from 2014 to 2017 (and as chairperson of its Audit Committee), Pinnacle Foods Inc., a manufacturer, marketer and distributor of high-quality branded food products, from 2007 to 2009, Bayview Financial, a mortgage finance company, from 2008 to 2009, Ultra Music, a worldwide music media entity, from 2005 to 2010, and as a board observer for Graham Packaging, a leading designer and manufacturer of custom blow-molded plastic containers for consumer products.

Key Attributes, Experience and Skills:

Mr. Korangy’s position as the Chief Financial Officer and Head of Strategy at a global company, together with his significant financial and consumer packaged goods business experience, makes him a valuable addition to our Board of Directors. In addition to his strong financial expertise, the Company values his competencies in strategy, mergers and acquisitions, integration and general management.

Roger Meltzer has been a director since December 2000. Mr. Meltzer has practiced corporate and securities law for more than 40 years, representing clients in a range of finance transactions, including mergers, acquisitions and dispositions, public offerings and public and private placements of debt and equity securities. In February 2007, Mr. Meltzer joined the law firm of DLA Piper LLP (US) as a partner, Global Chair of the Corporate and Finance practice, and a member of the firm’s executive committee. Mr. Meltzer is now a member of the Global Board of DLA Piper, Co-Chair of DLA Piper LLP (Americas), and Global Co-Chair. Prior to February 2007, he was a partner and a member of the executive committee of the law firm of Cahill Gordon & Reindel LLP.

Key Attributes, Experience and Skills:

The Company values the significant legal and financial expertise Mr. Meltzer brings to the Board through his extensive experience in corporate and securities laws as well as board governance matters. As Global Co-Chair of DLA Piper, Mr. Meltzer has oversight of a global law firm with lawyers located in more than 40 countries and therefore brings a wealth of international experience to the Board. In addition, the Board values Mr. Meltzer’s experience as the Company continues to grow through strategic acquisitions. Finally, as the long-time legal advisor to the Company, Mr. Meltzer brings in-depth knowledge about the Company’s history to the Board.

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Adrianne Shapira has been a director since November 2014 and is a member of the Audit Committee and Compensation Committee. Ms. Shapira is the Managing Director of Eurazeo Brands, an investment division of the global private equity firm, since August 2017. Ms. Shapira was previously the Chief Financial Officer of David Yurman Enterprises LLC, a designer jewelry company, from October 2012 to February 2016. From September 1999 to September 2012, Ms. Shapira was Managing Director at The Goldman Sachs Group, Inc., an investment banking firm, where she was an equity research analyst covering the discount, department store, dollar store, warehouse club, apparel manufacturer, luxury and grocery sectors. Prior to joining Goldman Sachs, Ms. Shapira worked as an equity analyst at Robertson Stephens, an investment banking firm, and Neuberger & Berman, an investment management company. Ms. Shapira currently serves as a director and a member of the audit committee and governance and nominating committee of Kohl’s Corporation, an American department store retail chain. Ms. Shapira also previously served as a director of Gilt Groupe, an online luxury flash-sale shopping website.

Key Attributes, Experience and Skills:

Ms. Shapira’s status as a former Chief Financial Officer of a luxury consumer products company, coupled with her significant experience as an equity analyst in sectors related to the Company’s business makes her a valuable addition to our Board of Directors. Ms. Shapira has strong financial expertise, as well a broad understanding of the consumer products industry. In addition, her experience in e-commerce is an asset to the Company’s Board, as the Company continues to expand distribution in this area.

Jack Sinclair has been a director since September 2017. He is a business executive who has spent his career working in the food retail industry in both Europe and the United States. Since August 2015, he has served as the chief merchandising officer of 99 Cents Only Stores LLC, a California-based dollar store operator. Prior to joining 99 Cents Only Stores LLC, he spent over seven years as a senior merchandising executive at Wal-Mart Stores, Inc. from December 2007 to April 2015. Previously Mr. Sinclair spent 15 years at Safeway PLC in the United Kingdom, where he held several senior management positions and served on its board of directors, a position he left after Safeway PLC’s 2004 merger with Wm Morrison Supermarkets plc.

Key Attributes, Experience and Skills:

Mr. Sinclair brings significant global retail industry experience to the Board. In addition, Mr. Sinclair’s various employment experiences bring him valuable insight into the broader consumer packaged goods industry, including merchandising, advertising, marketing and consumer insights.

Glenn W. Welling has been a director since September 2017. Mr. Welling has been the Chief Investment Officer and Principal of Engaged Capital, LLC since its founding in 2012. Prior to founding Engaged Capital, Mr. Welling was a principal and managing director of research at Relational Investors, LLC, an investment fund, which he joined in July 2008 and was responsible for the research in the equity fund’s consumer, healthcare and utility group. From February 2002 to May 2008, Mr. Welling was a Managing Director of Credit Suisse Group AG, an investment bank, where he also served as the Head of the Investment Banking Department’s Advisory Business. Mr. Welling has been a member of the board of directors of TiVo Corporation, a provider of consumer media and entertainment products, since May 2015, where he also serves as chairperson of its Compensation Committee. Mr. Welling has been a member of the board of directors of Jamba, Inc., a leading restaurant retailer of better-for-you food and beverage offerings, since January 2015, where he also serves as the chairperson of its Compensation Committee and as a member of its Finance Committee. Mr. Welling has been a member of the board of directors of Medifast, Inc., a manufacturer and provider of weight-loss and healthy living products and programs, since June 2015, where he also serves as a member of its Audit, Compensation and Mergers & Acquisitions Committees.

The Hain Celestial Group, Inc. 2017 Proxy Statement					15

Key Attributes, Experience and Skills:

Mr. Welling brings significant finance, investment and consumer products experience to the Board, which makes him a valuable contributor. In addition, he has served on a number of public boards, which have provided him with a broad understanding of the operational, financial and strategic issues facing public companies.

Dawn M. Zier has been a director since September 2017. Since November 2012, Ms. Zier has served as the President and Chief Executive Officer of Nutrisystem, Inc., an innovative provider of weight loss programs offering a wide variety of home-delivered, nutritionally balanced meal plans, retail products and advanced digital tools. From April 2011 until November 2012, Ms. Zier served as the President of International at Reader’s Digest Association, Inc., a global media and direct marketing company. In February 2013, RDA Holdings, Co., the holding and parent of Reader’s Digest Association, filed voluntary petitions for reorganization relief pursuant to Chapter 11 of the United States Bankruptcy Code. In addition to being a member of Nutrisystem’s board of directors, Ms. Zier also serves on the board of directors for Spirit Airlines. Over the years, she has previously served on boards and chaired committees for multiple marketing and media entities, including the Data and Marketing Association’s (DMA) Board from 2008 to 2015, where she was a voting director and on the executive committee.

Key Attributes, Experience and Skills:

Ms. Zier is qualified to serve on our Board based on her extensive management leadership experience, which has provided her with significant knowledge of sound corporate governance practices. In addition, she has significant experience in the food industry and digital marketing, which makes her a valuable contributor to the Board.

Lawrence S. Zilavy has been a director since November 2002 and is the chairperson of the Corporate Governance and Nominating Committee and a member of the Audit Committee. Since September 2009, Mr. Zilavy has been employed by a private family investment and philanthropic office. From May 2006 until September 2009, Mr. Zilavy served as Senior Vice President of Barnes & Noble College Booksellers, Inc. Mr. Zilavy was Executive Vice President, Corporate Finance and Strategic Planning for Barnes & Noble, Inc. from May 2003 to November 2004 and was Chief Financial Officer of Barnes & Noble, Inc. from June 2002 through April 2003. Prior to joining Barnes & Noble, Inc., Mr. Zilavy worked as a banker for nearly 25 years. Mr. Zilavy is currently the lead director and a member of the audit committee and nominating and corporate governance committee of GameStop Corp. Mr. Zilavy also served as a director of Barnes & Noble, Inc. from 2006 to 2010.

Key Attributes, Experience and Skills:

Through his nearly 25 years of experience as a banker, coupled with his significant executive-level experience in a large retail company, Mr. Zilavy provides financial and operating expertise to the Board. In addition, Mr. Zilavy’s involvement on public company boards provides meaningful risk management insight and valuable governance skills, making him a valuable contributor to the Board.

16				The Hain Celestial Group, Inc. 2017 Proxy Statement

BOARD OF DIRECTORS

AND CORPORATE GOVERNANCE

The Board of Directors

The stockholders of the Company elect the Board of Directors, whose primary responsibility is to foster the long-term health, overall success and financial condition of the Company, consistent with its fiduciary duty to our stockholders. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company. In addition, the Board has responsibility for establishing broad corporate policies and overseeing our direction, affairs and management.

Director Independence

A majority of the current Board, consisting of Mses. Clark, Shapira and Zier as well as Messrs. Berke, Heyer, Hollis, Kelly, Korangy, Meltzer, O’Neil, Sinclair, Welling and Zilavy, are “independent directors” as defined in the listing standards of the Nasdaq Global Select Market (“Nasdaq”). Mr. Simon was determined not to be independent because he is our President and CEO.

Board Meetings and Attendance

The Board typically holds regular meetings at least once every quarter and holds special meetings when necessary. During the 2017 fiscal year, the Board held twenty meetings. We expect directors to attend Board meetings, the Annual Meeting of Stockholders, and meetings of the committees on which they serve. All directors standing for re-election attended at least 75% of the meetings of the Board and of the committees on which they served during the fiscal year. All of the directors standing for re-election who were also directors at our last Annual Meeting of Stockholders attended such meeting.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board has no policy with respect to the need to separate or combine the offices of Chairman of the Board and CEO of the Company. The Board believes that stockholders are best served if the Board retains flexibility to decide what leadership structure works best for the Company based on the facts and circumstances existing from time to time. Mr. Simon currently serves as our Chairman of the Board, President and CEO. Mr. Simon has been our President and CEO and a director since our inception and is our Founder. As a result, Mr. Simon possesses a great depth of knowledge and experience regarding the Company, its business and the organic and natural products industry. Mr. Simon was appointed Chairman of the Board of Directors in April 2000. During his tenure as Chairman and CEO, Mr. Simon has consistently demonstrated that his service in this combined capacity has fostered timely and clear communication with both the Board and Company management regarding significant issues facing the Company, effective decision-making, clear accountability and efficient execution of business strategies and plans. The Board believes that, given the knowledge, experience and performance described above, it is in the best interests of the Company and its stockholders for Mr. Simon to continue to serve in a position that provides unified leadership and focus to both the Board and Company management, as well as a uniform voice to constituencies outside of the Company. Additionally, pursuant to Mr. Simon’s employment agreement, we have agreed that so long as he is a member of our Board he will serve as Chairman of the Board unless he and the Company determine otherwise. If he is not re-appointed as Chairman of the Board, he will be entitled to terminate his employment with the rights and entitlements available to him under his employment agreement as if his employment was terminated by him for good reason as defined therein.

Our current Lead Independent Director is Andrew R. Heyer. Mr. Heyer is an engaged and active director who is uniquely positioned to work collaboratively with Mr. Simon, while providing strong independent oversight. The Lead Independent Director is elected by a majority of independent directors to serve for a one-year term. The Board believes that the appointment of a strong Lead Independent Director and the use of regular executive sessions of the non-management and independent directors, along with the Board’s strong committee system and the independence of all directors except for Mr. Simon, allow it to maintain effective oversight of management.

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Board Role in Risk Oversight

Management is responsible for the Company’s day-to-day risk management, and the Board’s role is to engage in informed oversight of, and provide direction with respect to, such risk management. In its oversight role regarding risk management, the Board focuses on understanding the nature of our enterprise risks, including risk in our operations, finances and the strategic direction of the Company and reviews and approves the Company’s Annual Operating Plan. The Annual Operating Plan addresses, among other things, the risks and opportunities facing the Company. The Board receives regular updates regarding the Company’s progress against its Annual Operating Plan and reviews quarterly updates regarding the related risks and opportunities. The Board maintains control over significant transactions and decisions that require Board approval for certain corporate actions (including material acquisitions or divestitures).

The Board has delegated certain risk management oversight responsibilities to the Audit Committee and the Compensation Committee.

As part of its responsibilities as set forth in its charter, the Audit Committee is responsible for discussing with management the Company’s policies and guidelines regarding risk assessment and risk management as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures.

The Compensation Committee regularly reviews the risk and reward structure of executive compensation plans, policies and practices. Considered in this review are program attributes deemed to help mitigate risk, including: (i) the use of multiple performance measures, balanced between short- and long-term objectives; (ii) the Compensation Committee’s application of judgment when determining individual payouts; (iii) the presence of individual payout caps under plans and programs; and (iv) the Compensation Committee’s ability to clawback incentive compensation based on erroneous financial statements caused by misconduct. Based upon this review, the Compensation Committee believes that the Company’s compensation programs and policies are not likely to lead to excessive risk taking that could have a material adverse effect on the Company.

Executive Sessions

Independent directors meet in executive session at regularly scheduled meetings of the Board of Directors without any members of management present. Mr. Heyer, as the Lead Independent Director, presides over meetings of independent directors.

Director Elections

All directors stand for election annually and are elected by a majority of the votes cast. Voting is not cumulative.

18				The Hain Celestial Group, Inc. 2017 Proxy Statement

Committees of the Board

The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. All committee members of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee are independent directors, as defined in the applicable rules for companies traded on Nasdaq. The Board of Directors has adopted a written charter for each of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee, a current copy of which is available on our website at www.hain.com under Investor Relations-Corporate Governance. The members of the committees are identified in the table below:

The Audit Committee

The Audit Committee’s principal duties include appointing, retaining and terminating our registered independent accountants, overseeing the work of and evaluating the independence of the registered independent accountants, reviewing with the registered independent accountants their reports as well as oversight responsibilities with respect to our financial statements, disclosure practices, accounting policies, procedures and internal controls and oversees the qualifications, independence and performance of the Company’s internal audit function.

Our Audit Committee is composed of Ms. Shapira and Messrs. Heyer and Zilavy, with Mr. Heyer acting as chairperson. The Board has determined that each member of the Audit Committee (1) is “independent” as defined by applicable SEC rules and the listing standards of Nasdaq, (2) has not participated in the preparation of our financial statements or those of any of our current subsidiaries at any time during the past three years and (3) is able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. In addition, the Board has determined that each of Ms. Shapira and Messrs. Heyer and Zilavy is an “audit committee financial expert” as defined by applicable SEC rules. Audit Committee members are not permitted to serve on the audit committees of more than two other public companies. During fiscal year 2017, our Audit Committee held twenty-four meetings. See “Report of the Audit Committee.”

The Compensation Committee

The Compensation Committee’s duties include reviewing our compensation strategy on an annual basis to ensure that such strategy supports our objectives and stockholder interests and that executive officers are rewarded in a manner consistent with such strategy. The Compensation Committee is also responsible for, among other things, reviewing and approving annual and long-term performance measures relevant to executive officer compensation, evaluating the performance of the executive officers in light of these goals and objectives, approving the annual and long-term compensation awards for our executive officers, recommending to the independent members of the Board for their approval the form and amount of equity awards to be made to our executive officers, and reviewing and assessing the management succession plan for the CEO and other executive officers.

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Our Compensation Committee is composed of Ms. Shapira and Messrs. Berke and O’Neil, with Mr. O’Neil acting as chairperson. The Board has determined that each member of the Compensation Committee is “independent” as defined by the listing standards of Nasdaq. During fiscal year 2017, the Compensation Committee held two meetings in addition to numerous informal conference calls among committee members. There were fewer formal meetings in fiscal year 2017 due to the accounting review and the delay in our annual and quarterly filings with the SEC. Upon the filing of the delayed reports, the Compensation Committee held several meetings in order to finalize the 2017-2019 LTIP and other 2017 related compensation decisions.

Our Compensation Committee is authorized to engage an independent compensation consultant with respect to executive and director compensation matters. In 2017, the Committee engaged Aon Hewitt to conduct a peer group review, provide executive compensation market data and to review the Compensation Discussion & Analysis section of the Proxy statement.

The Compensation Committee believes that there was no conflict of interest between Aon Hewitt and the Company during fiscal year 2017. In reaching this conclusion, the Compensation Committee considered the factors set forth in the SEC rule regarding compensation advisor independence. Specifically, the Compensation Committee has analyzed whether the work of Aon Hewitt as compensation consultant raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by the consultant; (ii) the amount of fees from the Company paid to the consultant as a percentage of the consultant’s total revenue; (iii) the policies and procedures of the consultant that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the consultant or the individual compensation advisors employed by the consultant with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by the consultant or the individual compensation advisors employed by the consultant.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s duties include, among other things, identifying individuals qualified to serve on the Board, recommending to the Board persons to be nominated for election as directors at the Annual Meeting of Stockholders or to be appointed by the Board to fill an existing or newly created vacancy on the Board, identifying and recommending members of the Board to serve on each Board committee and to serve as chairman thereof, reviewing, on an annual basis, the charters of the committees of the Board and the Company’s Corporate Governance Guidelines and recommending any changes to the Board, and overseeing the evaluation by the Board of itself and its committees.

Our Corporate Governance and Nominating Committee is composed of Messrs. Berke, Kelly and Zilavy, with Mr. Zilavy acting as chairperson. The Board has determined that each member of the Corporate Governance and Nominating Committee is “independent” as defined in the listing standards of Nasdaq. During fiscal year 2017, the Corporate Governance and Nominating Committee held six meetings.

Director Nominations

When considering potential director nominees, the Corporate Governance and Nominating Committee reviews desired experience, skills and other qualities to assure appropriate Board composition, taking into account the current Board members and the specific needs of the Company and the Board. In addition to these minimum requirements, the Corporate Governance and Nominating Committee evaluates director candidates based on a number of qualifications, including displayed ethical standards, integrity, sound business judgment and a willingness to devote adequate time to Board duties. Although we do not have a formal policy regarding diversity, the Corporate Governance and Nominating Committee seeks to include members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. Consistent with past practices, the Board is committed to a strong and diverse membership and to a thorough process to identify those individuals who can best contribute to the Company’s continued success.

The Board of Directors and the Corporate Governance and Nominating Committee begin the process of identifying and evaluating director nominees by seeking recommendations from a wide variety of contacts, including current executive officers and directors, and industry, academic and community leaders. The Board or the Corporate Governance and Nominating Committee may retain a search firm to identify and screen candidates, conduct background checks, prepare biographies for review by the Corporate Governance and Nominating Committee and the Board and assist in scheduling interviews. The Corporate Governance and Nominating Committee and one or more of our other directors will interview candidates, and the Corporate Governance and Nominating Committee selects nominees that best suit our needs.

The Corporate Governance and Nominating Committee’s charter provides that the committee shall consider written proposals for director nominees from stockholders in accordance with our Corporate Governance Guidelines and our By-Laws. The committee will consider candidates recommended by stockholders, and a stockholder wishing to submit a recommendation should send a letter to our Corporate Secretary at The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Director Nominee Recommendation” and, in order to be considered for the 2018 Annual Meeting of Stockholders, must be received by us no later than [                    ].

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The letter must identify the author as a stockholder, demonstrate evidence of ownership, provide a complete listing of the candidate’s qualifications to serve on the Board, the candidate’s current principal occupation, most recent five-year employment history, current directorships and a statement that the proposed nominee has consented to the nomination, as well as contact information for both the candidate and the author of the letter. If stockholders approve Proposal No. 2 and/or Proposal No. 3, additional requirements may apply to such nominations. For more information regarding stockholder communications with our Board of Directors, see “Stockholder Proposals and Other Communications.”

With respect to our director nominees standing for election for the first time at the 2017 Annual Meeting, each of Dr. Celeste A. Clark, R. Dean Hollis, Shervin J. Korangy, Jack L. Sinclair, Glenn W. Welling and Dawn M. Zier was appointed to the Board in connection with the Cooperation Agreement described above.

Website Access to Corporate Governance Documents

We have adopted a “Code of Ethics”, as defined in the regulations of the SEC, which applies to all of our directors and employees, including our principal executive officer and principal financial officer. Copies of the charters for the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, as well as the Company’s Corporate Governance Guidelines and Code of Business Conduct and Ethics, are available free of charge on our website at www.hain.com or by writing to Investor Relations, The Hain Celestial Group, Inc., 1111 Marcus Avenue, Lake Success, NY 11042. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated into any of our other filings made with the SEC.

Compensation of Directors

Each year, our Board of Directors and the Compensation Committee of the Board review and determine compensation for our non-employee directors. The Compensation Committee and our Board believe that compensation should fairly compensate non-employee directors for work required in a company of our size and scope. Mr. Simon did not receive any compensation for his Board service. As detailed below, our non-employee directors are eligible to receive cash compensation as well as restricted stock.

2017 Director Compensation

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Dr. Celeste A. Clark, R. Dean Hollis, Shervin J. Korangy, Jack L. Sinclair, Glenn W. Welling and Dawn M. Zier are not reflected in the above table as they were not appointed as directors until after the fiscal year ended.

Director Stock Ownership Guidelines

The Board strongly believes that the directors should have a meaningful ownership interest in the Company and, to that end, has implemented stock ownership guidelines for our directors. The ownership guidelines require directors to own, at a minimum, the value of five times the annual cash compensation (excluding additional cash compensation to committee chairpersons and members) in shares of Hain Celestial common stock within the later of five years after a director is first elected to the Board or five years after the implementation of the guidelines. All directors are currently in compliance with the guidelines or are expected to meet the stock ownership guidelines within the five-year period.

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PROPOSAL NO. 2 APPROVAL OF AN AMENDMENT TO THE COMPANY’S BY-LAWS TO IMPLEMENT ADVANCE NOTICE PROCEDURES FOR STOCKHOLDER PROPOSALS

The Board of Directors recommends approval of an amendment to Article II of the Company’s Amended and Restated By-Laws (“By-Laws”) that would establish procedures for advance notice of director nominations and other proposals at annual meetings of stockholders.

Our By-Laws do not currently contain provisions that set forth the procedural requirements for a stockholder to propose business at stockholder meetings or nominate a candidate for election to the Board of Directors. While Rule 14a-8 under the Exchange Act of 1934 (“Rule 14a-8”) requires a stockholder to notify a public company within a specified period of time prior to a meeting of stockholders if the stockholder seeks to include a proposal in the company’s proxy statement, SEC rules do not otherwise prohibit a stockholder from bringing unexpected business before the meeting in person. In this regard, stockholders are not required to provide the Company or other stockholders any advance notice of their intention to submit proposals outside the processes of Rule 14a-8, nor are stockholders required to provide any information regarding their holdings of the Company’s stock or their interests in such proposals. As a result, the Company and its stockholders might not have enough time, or the necessary information, to make an informed judgment about how to vote on such proposals. The proposed advance notice amendment, therefore, is intended to promote transparency and provide for an orderly annual meeting process without materially diminishing stockholder rights.

Description of Advance Notice Amendment

The following description is only a summary and is qualified in its entirety by reference to the complete text of the proposed amendment, which is attached to this proxy statement as Annex A. We urge you to read Annex A in its entirety before casting your vote.

Timing of Notice

The proposed amendment provides that, if a stockholder intends to propose business at an annual meeting of stockholders, the stockholder must deliver notice to the Secretary of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the previous year’s annual meeting of stockholders. If, however, the date of the annual meeting of stockholders is more than 30 days before or more than 60 days after the first anniversary of the previous year’s annual meeting, or if an annual meeting was not held in the preceding year, such notice must be so delivered not earlier than 120 days prior to such annual meeting and not later than the close of business on the later of (1) the 90th day prior to such annual meeting or (2) the 10th day following the day on which public announcement of the date of such meeting is first made.

Such notice would give the Company time to consider the proposal and to determine whether to include appropriate information regarding the matter in our proxy materials. Stockholders also would benefit from the adoption of this advance notice provision because it would allow the Company to supply such information to stockholders, and stockholders would have additional time to decide how they would like to vote on the proposal. In addition, by adopting the proposed advance notice provision, no “surprise” proposals would be raised at annual meetings of stockholders, thereby enhancing meeting efficiency.

Disclosure Requirements

Furthermore, the proposed amendment includes certain disclosure requirements for proposals submitted outside the processes of Rule 14a-8, which are intended to provide the Company and its stockholders with sufficient information to make an informed decision on the proposal. These disclosure requirements include, among other things, a description of:

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These disclosures would give the stockholders and the Company the information needed to evaluate the proposal or nomination, as applicable, and to assess the interests of the proponent stockholder in making the proposal or nomination. The disclosures also would allow stockholders to make an informed decision about how to vote on the proposal.

Effectiveness

If the proposed amendment to the By-Laws to implement advance notice is approved, it will become effective immediately and will apply to proposals submitted at the next annual meeting of stockholders.

The proposed By-Law amendment is attached to this proxy statement as Annex A.

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PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO THE COMPANY’S BY-LAWS TO IMPLEMENT PROXY ACCESS

The Board of Directors recommends approval of an amendment to Article II of the Company’s By-Laws that would provide for “proxy access”. At the last Annual Meeting of Stockholders of the Company, the Company’s stockholders approved a stockholder proposal that recommended that the Board adopt, and present to stockholders for approval, a proxy access provision for inclusion in the By-Laws. The Board believes that the implementation of proxy access in the manner set forth in this proposal will provide meaningful rights to our stockholders while ensuring the rights are used by stockholders in a responsible manner.

Description of the Proxy Access Amendment

The following description is only a summary and is qualified in its entirety by reference to the complete text of the proposed amendment, which is attached to this proxy statement as Annex B. We urge you to read Annex B in its entirety before casting your vote.

Stockholder Eligibility to Nominate Directors

Any stockholder or group of up to 20 stockholders that has maintained ownership of 3% or more of the Company’s shares continuously for at least three years would be permitted to include a specified number of director nominees in the Company’s proxy materials for an annual meeting.

Calculation of Qualifying Ownership

In order to ensure that the interests of stockholders seeking to include candidates in the Company’s proxy materials are aligned with those of other stockholders, a stockholder would be deemed to own only those shares of the Company as to which the stockholder possesses both (1) the full voting and investment rights pertaining to such shares and (2) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The following shares would not count as “owned” shares for purposes of determining whether the ownership threshold has been met:

A stockholder will be deemed to “own” shares held in the name of a nominee or other intermediary so long as the person claiming ownership of such shares retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A stockholder’s ownership of shares will also be deemed to continue during any period in which such person has loaned such shares, provided that the person has the power to recall such loaned shares on five business days’ notice.

Number of Stockholder-Nominated Candidates

The maximum number of candidates nominated by all eligible stockholders that the Company would be required to include in its proxy materials cannot exceed the greater of two nominees or 20% of the number of directors in office as of the last day on which a notice of proxy access nomination may be delivered to the Company. Any candidate who is either subsequently withdrawn, disqualified or included by the Board in the Company’s proxy materials as a Board-nominated candidate would be counted against the nominee limit.

In addition, directors that the Board nominates for reelection that were previously elected pursuant to the Company’s proxy access or advance notice provisions, in each case, with respect to either of the preceding two annual meetings, would be counted against the nominee limit.

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Procedure for Electing Candidates if Nominee Limit is Exceeded

Any stockholder or group of stockholders that submits more than one candidate for inclusion in the Company’s proxy materials would be required to rank its candidates. If the number of candidates exceeds the nominee limit, the highest ranking eligible candidate from each stockholder or group of stockholders will be included in the Company’s proxy materials until the limit is reached, beginning with the stockholder or group of stockholders with the largest number of shares.

Nominating Procedures

In order to provide adequate time to assess stockholder-nominated candidates, requests to include such candidates in the Company’s proxy materials must be received no earlier than 150 days and no later than 120 days before the first anniversary of the date that the Company mailed its proxy statement for the prior year’s annual meeting of stockholders. If, however, an annual meeting is convened more than 30 days prior to or delayed by more than 60 days after the first anniversary of the date of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, the information must be so received not earlier than 120 days prior to such annual meeting and not later than the close of business on the later of (1) the 90th day prior to such annual meeting or (2) the 10th day following the day on which a public announcement of the date of the annual meeting is first made.

Information Required by All Nominating Stockholders

Each stockholder seeking to include a candidate in the Company’s proxy materials would be required to provide certain information to the Company, including but not limited to:

Stockholders and candidates, as applicable, would also be required to make certain representations to, and agreements with, the Company, including but not limited to:

Exclusion of Stockholder Nominees

The Company would not be required to include a candidate in the Company’s proxy materials if, among other things:

Supporting Statement

Stockholders would be permitted to include in the Company’s proxy statement for the applicable annual meeting a written statement of up to 500 words in support of the election of the candidate.

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Effectiveness

If the proposed amendment to the By-Laws to implement proxy access is approved, it will become effective immediately, and proxy access will be available for the next annual meeting of stockholders.

The proposed By-Law amendment is attached to this proxy statement as Annex B.

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MANAGEMENT

Executive Officers

The following information describes the background and business experience of our executive officers other than Mr. Simon, whose information is set forth under “Proposal No. 1 – Election of Directors”.

Mr. Langrock was appointed Executive Vice President and Chief Financial Officer in June 2017. Prior to his appointment, Mr. Langrock served as Senior Vice President, Finance and Treasurer of the Company from November 2015 to June 2017. Prior to that, from 2008 until joining the Company in November 2015, Mr. Langrock served as Executive Vice President and Chief Financial Officer of Monster Worldwide, Inc., a multi-national global online recruiting solutions company, where he oversaw all financial operations of the company, including budgeting, cost savings initiatives, mergers and acquisitions and divestitures. Previously, Mr. Langrock served in senior finance positions at Motorola, Inc., including Chief Financial Officer of Motorola’s Enterprise Mobility Division subsequent to Motorola’s acquisition of Symbol Technologies, Symbol Technologies, where he served as Head of Internal Audit and Chief Accounting Officer, as well as a Senior Manager at Arthur Andersen LLP.

Ms. Faltischek serves as our Executive Vice President and General Counsel, Corporate Secretary. In this role she oversees all legal affairs of the Company as well as the quality assurance, regulatory, customer care and sustainability functions. Ms. Faltischek was appointed Executive Vice President and General Counsel, Chief Compliance Officer in November 2013. In addition, she was appointed as Corporate Secretary in January 2015. Prior to her appointment, she served as Senior Vice President and General Counsel from October 2010 to November 2013, General Counsel from October 2009 to October 2010, Senior Associate General Counsel from April 2009 until October 2009 and Associate General Counsel from July 2005 until April 2009. Prior to her employment with the Company, she was with the law firm of Ruskin Moscou Faltischek, P.C., where she practiced corporate and securities law.

Mr. Tickle was appointed Chief Executive Officer, Hain Celestial North America in March 2017. Prior to his appointment, Mr. Tickle served as Chief Operating Officer, Hain Celestial United States from September 2016 to March 2017. Prior to joining Hain Celestial in September 2016, Mr. Tickle worked at Nestle Group for over 25 years in a series of roles of increasing responsibility, with diverse geographic and operational focus. These include his most recent appointment as President and Chief Executive Officer of Nestle Nutrition North America from 2014 to July 2016 and prior to that, he served as Global Head of the Strategic Business Unit for Infant Nutrition, Regional Business Head for Nutrition in South Asia, CEO of Nestle New Zealand and held roles as CFO with Nestle Peters Ice Cream, Manufacturing Financial Controller with Nestle Rowntree Australia and roles in supply chain management. He has worked across multiple categories including coffee, culinary, confectionery, foodservice, ice cream, dairy and infant nutrition.

Mr. Carroll was appointed Executive Vice President, Global Brands, Categories and New Business Ventures in March of 2017. Prior to such appointment, Mr. Carroll served as Executive Vice President and CEO – Hain Celestial North America from February 2015 to March 2017 and was appointed Executive Vice President and CEO – Hain Celestial United States in May 2008.

Mr. Conte was appointed Executive Vice President and Chief Financial Officer in September 2015 and served in that capacity until June 2017. Prior to his appointment, he served as Senior Vice President, Finance and Treasurer from October 2014 to September 2015, and Vice President and Treasurer from July 2009 to October 2014. Mr. Conte, a Certified Public Accountant, previously worked at Colgate-Palmolive Company, NYNEX Corporation and Arthur Andersen, LLP.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

Over the last 24 years, Hain Celestial has offered authentic, high-quality, and mission-driven brands within the organic, natural and better-for-you products industry that increasingly resonates with today’s global consumer. We operate in an ever changing environment for food manufacturers and retailers and what has made us so successful and what will drive our continued success in the future is our ability to evolve our business as we grow our better-for-you brands, expand relationships with new and existing customers and attract new consumers. During fiscal year 2016, we commenced a strategic review of our business to best position Hain Celestial for the future. We identified substantial cost savings opportunities and developed seven core product platforms around Project Terra, our strategic plan, to drive growth through streamlining our operations, improving efficiencies and building brand awareness, which we expect to fuel our growth and enhance shareholder value. As a result of the foundation established during fiscal year 2016, in fiscal year 2017 Hain Celestial went through a significant business and organizational transformation. We made significant progress to build upon our strategic plan, identifying substantial cost savings initiatives globally, began to further invest in top brands and capabilities to fuel growth around the world while enhancing customer-centric, go-to-market initiatives and fueling innovation to improve our performance, and completed an inventory realignment with the most comprehensive product rationalization in the Company’s history. At the same time recruiting, retaining and engaging executive talent remains critical, and we have established a strong leadership team across our organization, adding deep consumer and operating expertise, to drive the execution of our strategic plan creating long-term growth and profitability. Our team is energized and focused on the continued execution of our strategic initiatives as we position our business for long-term growth, success and enhanced shareholder value. These efforts, combined with our strong balance sheet and our meaningful cash flow generation support our Four-Point Strategic Plan, as discussed below.

This Compensation Discussion and Analysis (“CD&A”) explains our overall compensation philosophy and our stockholder engagement initiatives, describes the material components of our executive compensation programs and details the determinations made by the Compensation Committee for the compensation awarded in the Company’s fiscal year ended June 30, 2017 to the following named executive officers (“NEOs”), as applicable:

Executive Summary

Our mission and operating strategy require that our compensation philosophy recognizes both near-term financial and operational success as well as decision-making that supports long-term value growth. For these reasons, the Company’s executive compensation program has been designed to incentivize both near-term and long-term objectives by providing NEOs with both annual incentive and long-term incentive award opportunities. Demonstrating its thoughtful and complete approach, the Compensation Committee evaluates on at least an annual basis, the Company’s executive compensation practices to ensure that they are designed to drive both short-term and long-term growth initiatives and are aligned with the performance of our business and the interests of our stockholders.

We believe that a significant portion of our executive compensation should be dependent on the continued growth and success of our Company so that our NEOs have even stronger motivation to work towards the long-term interests of our stockholders. Accordingly, a significant portion of executive compensation is designed to be “at risk”, and therefore, a significant portion of the compensation of our NEOs is annual and long-term incentive compensation, which is dependent on achieving performance goals.

In fiscal year 2016, despite achieving over 10% growth in net sales and a nearly 10% increase in gross profits compared to fiscal 2015, we made difficult compensation decisions, as evidenced by the Compensation Committee’s decision to make no awards to our NEOs under the 2016 Annual Incentive Plan and to make no additional performance-based awards in connection with the 2015-2016 LTIP (as defined below). We made these decisions as a result of our failure to meet other financial targets and because we take seriously the alignment of our interests with the interests of our stockholders and the importance of rewarding

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strong performance over the long term. Further, we have implemented sustainable long-term-focused non-financial measures into our compensation decisions which we believe will further align pay with performance.

In fiscal year 2017, we identified and executed a number of strategic initiatives and put in place building blocks to help drive our next phase of growth. These initiatives, which form our Four-Point Strategic Plan, are to: (1) Invest in Top Brands and Capabilities to Grow Globally, (2) Expand Project Terra Cost Savings, (3) Enhance the Leadership Team to Deliver our Strategic Plan and (4) Return Capital to Shareholders. In addition, the Company went through a significant business and organizational transformation as we worked to improve our financial results and focused on driving improvements in almost every aspect of our business. In the fourth quarter of 2017, we began to see the results. In fiscal year 2017, the Company net sales were $2.9 billion, a 1% decrease on a GAAP basis and up 3% on a constant currency basis compared to fiscal year 2016 net sales while Hain Celestial United States returned to growth in the fourth quarter.

Response to Say on Pay Vote

At our 2014 Annual Meeting of Stockholders, 50.5% of the votes cast supported our 2014 Say-on-Pay resolution, and at our 2015 Annual Meeting of Stockholders, only 41% of the votes cast supported our 2015 Say-on-Pay resolution. Following the response at our 2014 Annual Meeting and, at the direction of our Compensation Committee, we launched a formal and comprehensive stockholder engagement initiative. In response to the feedback received from our stockholders during this initiative, our Compensation Committee made substantive changes to our executive compensation programs. As a result of the internal accounting review and the delay in our filings with the SEC, the Company was subject to a quiet period during the course of fiscal years 2016 and 2017, which restricted the Company from engaging in discussions regarding the Company including its governance and therefore, limited our stockholder engagement during this time. However, this did not impede the Company from effectuating both compensation and corporate governance improvements during this period as the Company was able to draw upon the previous feedback it received from stockholders.

As part of our stockholder engagement effort, we contacted our 50 largest stockholders, who collectively held more than 66% of our issued and outstanding common stock, and offered to discuss and obtain feedback on our compensation programs, corporate governance and any other matters of interest. We ultimately had discussions with stockholders representing approximately 46% of our issued and outstanding common stock. These discussions were held with our Senior Vice President, Corporate Relations, our Senior Vice President, Human Resources, our Executive Vice President and General Counsel and our Associate General Counsel and, in certain instances, by the chairperson of our Compensation Committee. This effort supplemented the ongoing communications and meetings that we hold with our investors throughout the fiscal year and focused on executive compensation and corporate governance matters. Our goal was to understand better the concerns of our stockholders with respect to executive compensation and corporate governance so that we could develop and implement a plan to address these concerns. The feedback received was presented to our Compensation Committee. Stockholders were generally pleased with our business results and provided us with their concerns regarding our executive compensation plan design and practices. During those discussions, we heard several recurring themes that caused us to take the following compensation and governance actions:

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The Company has resumed its stockholder engagement program and has had discussions with stockholders representing over 60% of our issued and outstanding common stock.

Executive Compensation Practices at a Glance

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Compensation Philosophy

We believe that stockholders should be paid first and, therefore, in keeping with our philosophy, for those fiscal years where total stockholder return performance has been strong, we have rewarded our NEOs with higher comparative pay versus our peer group and for fiscal years where total stockholder return performance has been weaker, our comparative pay has been lower. We believe that a significant portion of our executive compensation should be dependent on the continued growth and success of our Company so that our NEOs have even stronger motivation to work towards the long-term interests of our stockholders. Accordingly, a significant portion of executive compensation is designed to be “at risk”, and therefore, except for base salary, a significant portion of our NEOs’ total direct compensation is dependent on achieving performance goals and provides for a significant portion to be paid in the form of equity compensation that will appreciate in value only to the extent that shares held by our stockholders also increase in value.

The Compensation Committee reviews our compensation design and philosophy on at least an annual basis to ensure that our executive compensation program continues to support the Company’s strategy, objectives and stockholder interest.

Executive Compensation Program Objectives

We provide a competitive total compensation package to our executive management team through a combination of base salary, annual incentives, long-term incentives and other compensation, as well as severance and change in control agreements.

The primary objectives of our executive compensation program are to:

Our compensation elements are designed to achieve the objectives set forth above as follows:

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Discussion of our Fiscal Year 2017 Executive Compensation Program

This section provides a discussion of the Compensation Committee’s decisions regarding the compensation of our NEOs for fiscal year 2017.

Peer Group

Each year, the Compensation Committee evaluates the previously-selected peer group and determines which companies best reflect the Company’s competitors for talent. A key objective of our executive compensation program is to ensure that total direct compensation is competitive with the companies against which we compete for talent. For fiscal year 2017, the Compensation Committee engaged Aon Hewitt as its independent compensation consultant to assist the Compensation Committee in developing and evaluating the peer group.

In order to examine the competitiveness of our overall compensation program, Aon Hewitt compared the total direct compensation of our NEOs (consisting of base salary, annual incentive compensation and long-term incentive compensation as determined under SEC rules but not including benefits and perquisites) during fiscal year 2016 to the publicly filed data of comparable companies in the consumer packaged goods industry.

Given the breadth of our business in the organic and natural industry, our Company has few direct business competitors, which makes it difficult to create a peer group based on industry codes, revenues or market capitalization alone. The process for choosing the companies used in the compensation analysis provided by Aon Hewitt was based on the following screening criteria as instructed by the Compensation Committee: revenues, market capitalization, strong growth experience, significant international operations, focus on organic, natural and better-for-you food/beverage or consumer/household products, recognized for their industry leadership and brand recognition and viewed as competitors for executive talent. Our peer group for fiscal 2017 was as follows:

The fiscal year 2017 peer group reflected certain changes to account for the following:

Compensation decisions for our executive officers are made by the Compensation Committee, with external market data from Aon Hewitt, as well as input from Mr. Simon (except with respect to his own compensation). The Compensation Committee uses compensation data from our peer group as general guidance and as one of many factors that inform its judgment of appropriate compensation parameters for target compensation levels but does not set the executive compensation levels with reference to any particular percentile of the peer group or with an eye towards “matching” any particular element or mix of elements.

Base Salary

The base salaries of our NEOs are reviewed on an annual basis by our Compensation Committee and Mr. Simon (other than with respect to his own salary which is reviewed and determined by our Compensation Committee). This review is supplemented by market data, as well as assessments of the performance of our executive officers by our Compensation Committee. We pay base salaries to our NEOs to compensate them for their day-to-day services. The salaries typically are used to recognize the experience, skills, knowledge, past performance and responsibilities of each NEO.

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For fiscal year 2017, the Compensation Committee approved the following salaries for the NEOs: