Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On April 29, 2021, Vesper Healthcare Acquisition Corp. (the "Company") held a special meeting of the Company's stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved both The Beauty Health Company 2021 Incentive Award Plan (the "2021 Plan"), including the authorization of an initial share reserve of 14,839,640 shares of the Company's common stock under the 2021 Plan, and The Beauty Health Company Employee Stock Purchase Plan (the "ESPP" and, together with the 2021 Plan, the "Plans"), including the authorization of the initial share reserve of 2,000,000 shares of the Company's common stock under the ESPP. The Plans became effective upon stockholder approval. The Company's executive officers are eligible to participate in the Plans.

A description of the material terms of the Plans is set forth in the Company's definitive proxy statement filed with the SEC on April 7, 2021 (the "Proxy Statement") and is incorporated herein by reference. Copies of the Plans are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 29, 2021, the Company held the Special Meeting in lieu of the 2021 annual meeting of the Company's stockholders, at which holders of 45,423,288 shares of common stock (consisting of 33,923,288 shares of Class A Stock and 11,500,000 shares of Class B Stock) were present in person or by proxy, representing 78.99% of the voting power of the shares of the Company's common stock as of April 14, 2021, the record date for the Special Meeting, and constituting a quorum for the transaction of business. Each of the proposals listed below is described in more detail in the Proxy Statement, and incorporated herein by reference. A summary of the voting results at the Special Meeting for each of the proposals is set forth below:

1. The stockholders approved that certain Agreement and Plan of Merger dated December 8, 2020 by and among the Company, Hydrate Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub I"), Hydrate Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub II"), LCP Edge Intermediate, Inc., a Delaware corporation and indirect parent of Edge Systems LLC d/b/a The HydraFacial Company ("HydraFacial"), and LCP Edge Holdco, LLC ("LCP," and, in its capacity as the stockholders' representative, the "Stockholders' Representative") (the "Merger Agreement") and transactions contemplated thereby, including (i) the merger of Merger Sub I with and into HydraFacial, with HydraFacial continuing as the surviving corporation (the "First Merger") and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the "Second Merger" and, together with the First Merger, the "Mergers" and, together with the other transactions contemplated by the Merger Agreement, the "Business Combination"). 2,672,690 shares of Class A Stock were presented for redemption in connection with the Business Combination. The voting results for this proposal were as follows:





                            For            Against       Abstain
                          43,651,782       1,771,251       225

2. The stockholders approved, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company's issued and outstanding common stock in connection with the Business Combination and a private placement pursuant to which certain investors have agreed to purchase an aggregate of 35,000,000 shares of Class A Stock. The voting results for this proposal were as follows:





                            For            Against       Abstain
                          43,564,149       1,832,676     26,463

3. The stockholders adopted the Second Amended and Restated Certificate of Incorporation of the Company (the "A&R Certificate"). The voting results for this proposal were as follows:





                            For            Against       Abstain
                          42,160,735       3,220,717     41,836

4. The stockholders approved, on a non-binding advisory basis, each separate proposal with respect to certain governance provisions in the A&R Certificate in accordance with SEC requirements. The voting results for each separate proposal were as follows:

4A. To amend the Company's Amended and Restated Certificate of Incorporation (the "Existing A&R Certificate") to change the stockholder vote required to amend certain provisions of the post-combination company's proposed certificate and bylaws:





                           For            Against        Abstain
                         30,177,303       15,199,630     46,355

4B. To amend the Existing A&R Certificate to elect not to be governed by Section 203 of the Delaware General Corporate Law ("DGCL") and instead, include a provision in the Existing A&R Certificate that is substantially similar to Section 203 of the DGCL, but excludes the equityholders of BLS Investor Group LLC ("BLS Investor





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Group") and their respective successors and affiliates or their transferees or any person whose ownership of shares in excess of the 15 percent limitation set forth therein is the result of any action taken solely by the Company from the definition of "interested stockholder," and to make certain related changes:





                            For         Against       Abstain
                         39,840,581     5,515,052     67,655

4C. To amend the Existing A&R Certificate to increase the total number of authorized shares of all classes of common stock from 220,000,000 shares to 320,000,000 shares:





                            For         Against       Abstain
                         42,604,688     2,784,013     34,587

4D. To amend the Existing A&R Certificate to provide that certain transactions are not "corporate opportunities" and that each of BLS Investor Group, Linden Manager III LP (an affiliate of LCP, the majority owner of HydraFacial), DW Management Services, L.L.C. (an affiliate of DW Healthcare Partners IV (B), L.P., a minority owner of HydraFacial) and the investment funds affiliated with the foregoing and their respective successors and affiliates and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Company, will not be subject to the doctrine of corporate opportunity:





                           For         Against        Abstain
                        34,336,688     11,026,473     60,127

5. The stockholders elected seven directors to serve staggered terms on the Company's board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified. The voting results for each nominee were as follows:





              Name                  Class          For           Withhold
              Clint Carnell              I       43,154,352       2,268,936
              Michelle Kerrick           I       43,153,541       2,269,747
              Michael D. Capellas       II       44,986,455         436,833
              Dr. Julius Few            II       44,991,361         431,927
              Brian Miller              II       43,153,992       2,269,296
              Brenton L. Saunders      III       44,990,734         432,554
              Doug Schillinger         III       43,154,470       2,268,818

Based on the votes set forth above, each director nominee was duly elected, each Class I director to serve until the Company's 2022 annual meeting of stockholders, each Class II director to serve until the Company's 2023 annual meeting of stockholders and each Class III director to serve until the Company's 2024 annual meeting of stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

6. The stockholders approved the 2021 Plan, including the authorization of the initial share reserve under the 2021 Plan. The voting results for this proposal were as follows:





                           For         Against        Abstain
                        33,489,147     11,881,057     53,084


7. The stockholders approved the ESPP, including the authorization of the
initial share reserve under the ESPP. The voting results for this proposal were
as follows:



                             For        Against      Abstain
                          44,885,271     488,525     49,492




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8. The stockholders approved the proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of proposals 1, 2, 3 and 5 described above. The voting results for this proposal were as follows:





                            For         Against       Abstain
                         36,467,624     8,943,319     12,345

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



      Exhibit
        No.     Exhibit

      10.1        The Beauty Health Company 2021 Incentive Award Plan

      10.2        The Beauty Health Company Employee Stock Purchase Plan




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