Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
A description of the material terms of the Plans is set forth in the Company's
definitive proxy statement filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The stockholders approved that certain Agreement and Plan of Merger dated
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
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
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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
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 -3-
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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 10.1The Beauty Health Company 2021 Incentive Award Plan 10.2 The Beauty Health Company Employee Stock Purchase Plan -4-
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