Beauty Health Co. Stockholders to Vote on Business Combination

TL;DR

Beauty Health Co. shareholders voting on a merger soon; two directors just quit.

AI Summary

On June 6, 2024, The Beauty Health Company filed an 8-K report detailing a special meeting of its stockholders. The primary purpose of this meeting was to vote on a proposed business combination with a subsidiary of Health & Beauty International, Inc. The company also announced the resignation of two directors, Robert B. McKeon and Michael J. Nolan, effective June 5, 2024.

Why It Matters

This filing indicates a significant strategic move for Beauty Health Co. as they seek shareholder approval for a business combination, which could lead to substantial changes in the company's structure and future operations.

Risk Assessment

Risk Level: medium — The outcome of the shareholder vote on the business combination introduces uncertainty regarding the company's future direction and potential integration challenges.

Key Numbers

• 001-39565 — SEC File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

• The Beauty Health Company (company) — Registrant
• Health & Beauty International, Inc. (company) — Proposed business combination partner
• Robert B. McKeon (person) — Resigning Director
• Michael J. Nolan (person) — Resigning Director
• June 6, 2024 (date) — Date of earliest event reported
• June 5, 2024 (date) — Effective date of director resignations

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share SKIN The Nasdaq Capital Marke

Filing Documents

• skin-20240606.htm (8-K) — 56KB
• exhibit31-amendmenttocoide.htm (EX-3.1) — 11KB
• exhibit32-amendmenttocoiel.htm (EX-3.2) — 14KB
• 0001628280-24-027695.txt ( ) — 246KB
• skin-20240606.xsd (EX-101.SCH) — 2KB
• skin-20240606_def.xml (EX-101.DEF) — 15KB
• skin-20240606_lab.xml (EX-101.LAB) — 26KB
• skin-20240606_pre.xml (EX-101.PRE) — 16KB
• skin-20240606_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by its stockholders at its 2024 annual meeting of stockholders held on June 6, 2024 at 1 p.m. Pacific Time (the "Annual Meeting"), The Beauty Health Company (the "Company") filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the "COI") with the Secretary of State of the State of Delaware on June 6, 2024, to declassify the Company's Board of Directors (the "Board"), beginning with the Company's 2025 annual meeting of stockholders (the "Board Amendment"). Additionally, as approved by its stockholders at the Annual Meeting, the Company filed a Second Certificate of Amendment to the COI with the Secretary of State of the State of Delaware on June 6, 2024, to eliminate the requirement for at least two-thirds percent (66 2/3%) of the voting power of the outstanding shares of capital stock of the Company to approve an amendment to the COI (the "Supermajority Amendment"). The foregoing descriptions of the Board Amendment and the Supermajority Amendment do not purport to be complete and are subject to and qualified in their entirety by reference to the Certificate of Amendment and the Second Certificate of Amendment, respectively, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 6, 2024, the Company held its Annual Meeting in a virtual format. At the close of business on April 9, 2024, the record date for the Annual Meeting (the "Record Date"), there were 123,459,323 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, 108,931,951 of the Company's 123,459,323 outstanding shares of Class A Common Stock entitled to vote as of the Record Date, or approximately 88.23%, were represented by proxy or in person (virtually), and, therefore, a quorum was present. The 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 26, 2024 (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 Three Class III Directors The Company's stockholders re-elected each of the three Class III directors listed below. Due to the results of Proposal 2 (as further explained below), each director will hold office for a period of one year until the Company's 2025 annual meeting of stockholders until his or her successor is duly elected and qualified, or his or her earlier death, resignation, or removal from office, as follows: Nominees Votes For Votes Withheld Broker Non-Votes Marla Beck 101,578,697 823,042 6,530,212 Brenton L. Saunders 93,626,091 8,775,648 6,530,212 Doug Schillinger 101,534,493 867,246 6,530,212 Proposal No. 2: Approval of an Amendment to the Company's Second Amended and Restated Certificate of Incorporation to Declassify its Board of Directors The Company's stockholders approved an amendment to the COI to declassify the Boa

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company 3.2 Second Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. Dated: June 11, 2024 The Beauty Health Company By: /s/ Michael Monahan Name: Michael Monahan Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR