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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2025
The Beauty Health Company
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39565 | | 85-1908962 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2165 Spring Street
Long Beach, CA
(Address of principal executive offices)
(800) 603-4996
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | | SKIN | | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2025, The Beauty Health Company (the "Company") held its annual meeting of stockholders (the "Annual Meeting") in a virtual format. At the close of business on April 16, 2025, the record date for the Annual Meeting (the "Record Date"), there were 125,989,795 shares of the Company’s Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the Record Date. At the Annual Meeting, 98,779,565 of the Company’s 125,989,795 outstanding shares of Class A Common Stock entitled to vote as of the Record Date, or approximately 78.40%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The three proposals voted on at the Annual Meeting are more fully described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 25, 2025 (the "Proxy Statement").
The final voting results on the proposals presented for stockholder approval at the Annual Meeting are as follows:
Proposal No. 1: Election of Seven Directors
The Company’s stockholders elected the seven directors listed below, each to serve for a term of one year, expiring at the Company's 2026 annual meeting of stockholders or until his or her successor is duly appointed or elected and qualified or until his or her earlier death, resignation, or removal from office, as follows:
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| Nominees | | Votes For | | Votes Withheld | | Broker Non-Votes |
Marla Beck | | 85,418,885 | | 2,520,772 | | 10,839,908 |
Brenton L. Saunders | | 80,051,086 | | 7,888,571 | | 10,839,908 |
| Doug Schillinger | | 70,559,794 | | 17,379,863 | | 10,839,908 |
| Stephen J. Fanning | | 86,504,185 | | 1,435,472 | | 10,839,908 |
Brian Miller | | 64,343,799 | | 23,595,858 | | 10,839,908 |
| Desiree Gruber | | 69,656,571 | | 18,283,086 | | 10,839,908 |
| Michelle Kerrick | | 81,500,615 | | 6,439,042 | | 10,839,908 |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent, registered public accounting firm for the fiscal year ending December 31, 2025, as follows:
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 98,627,630 | | 102,141 | | 49,794 | | 0 |
Proposal No. 3: Advisory Vote on the Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory, non-binding basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement, as follows:
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 67,289,182 | | 19,578,688 | | 1,071,787 | | 10,839,908 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: June 17, 2025 | The Beauty Health Company |
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| By: | /s/ Michael Monahan |
| Name: | Michael Monahan |
| Title: | Chief Financial Officer |