8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2009

Bare Escentuals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33048	20-1062857
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

71 Stevenson Street, 22nd Floor, San Francisco, CA	94105
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 489-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 11, 2009, Bare Escentuals, Inc. (the “Company”) announced that Ellen L. Brothers was appointed to the board of directors of the Company and the board’s nominating and corporate governance committee effective February 9, 2009. Ms. Brothers was appointed as a Class II director, with an initial term expiring at the 2011 annual meeting of stockholders. This appointment by the board of directors was based on the recommendation of its nominating and corporate governance committee. The board of directors increased the size of the board from seven to eight and the board appointed Ms. Brothers to fill the vacancy created by the increase. Ms. Brothers has been determined by the board of directors to be independent within the meaning of the independent director standards of the Securities and Exchange Commission and the Nasdaq Stock Market, Inc.

The Company established an annual cash compensation arrangement with Ms. Brothers under which she will receive an annual $30,000 retainer for serving as a director. In addition, she will receive $2,500 for attendance at each regular board meeting, $1,000 for attendance at each other board meeting (including telephonic meetings) and $1,000 for attendance at each board committee meeting. Pursuant to the Company’s equity incentive award program for independent directors, the Company granted to Ms. Brothers an initial equity award of non-qualified stock options having an aggregate value of $250,000 on the date of grant, all of which will vest upon the three-year anniversary of the date of the grant provided that Ms. Brothers continues to serve through such anniversary, and, during her service on the Company’s board of directors, the Company will grant to Ms. Brothers an annual equity incentive award at the time of the Company’s annual meeting of stockholders, which will either be in the form of restricted stock, restricted stock units or non-qualified stock options, at Ms. Brothers’s option, will have a value of $60,000 at the time of grant and will vest on the one-year anniversary of the date of grant.

Ms. Brothers is not related to any director or executive officer of the Company nor does she have relationships or transactions with the Company outside of the agreed-upon cash compensation and equity awards described in this report.

The Company issued a press release on February 11, 2009 announcing Ms. Brothers’s appointment to the board of directors, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated February 11, 2009.

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SIGNATURES

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.

BARE ESCENTUALS, INC.
By:	/s/ Myles B. McCormick
Name:	Myles B. McCormick
Title:	Executive Vice President, Chief Financial Officer and Chief Operating Officer

Date: February 11, 2009

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EX-99.1

Exhibit 99.1

BARE ESCENTUALS, INC. NAMES NEW INDEPENDENT DIRECTOR TO BOARD

SAN FRANCISCO, CA (February 11, 2009) — Bare Escentuals, Inc. (Nasdaq: BARE) today announced that Ellen L. Brothers has been appointed as an independent member of the company’s Board of Directors, effective February 9, 2009. Ms. Brothers was also appointed to the Board’s nominating and corporate governance committee. Ms. Brothers brings nearly 30 years of senior management experience, most recently as president of the American Girl Brands, a business unit of Mattel, Inc. In this role, she is responsible for the strategic vision and day-to-day operations of the organization, which includes direct marketing, experiential retail, and publishing channels.

“Ellen is a great addition to our Board,” said Leslie Blodgett, Chief Executive Officer. “She brings a wealth of marketing expertise to Bare Escentuals. Her knowledge of the consumer will be invaluable as we work to enhance our marketing efforts in each of our various channels.”

Ms. Brothers joined American Girl in 1995 as vice president of Catalogue Marketing. She was named president of the company in 2000, succeeding founder Pleasant T. Rowland. Prior to American Girl, Ms. Brothers was with Pepperidge Farm Mail Order Company for ten years, where she served as president and general manager.

For the past 18 years, Ms. Brothers has been a member of the Catalogue and Marketing Councils of the Direct Marketing Association (DMA) and served on the DMA’s board of directors. Ms. Brothers is also a past president of the New England Mail Order Association, the largest association of cataloguers in the country. She currently serves on the board of directors of the Children Affected by AIDS Foundation (CAAF) and Kids In Distressed Situations (K.I.D.S.). Brothers is also a member of the Committee of 200, an organization of leading women entrepreneurs and corporate business executives in the United States, and the International Women’s Forum, a global organization that connects preeminent women of significant and diverse achievement. Ms. Brothers is a graduate of the University of Illinois.

Following this appointment, the company’s Board of Directors will consist of eight directors.

About Bare Escentuals, Inc.

Bare Escentuals, Inc. is one of the most exciting prestige cosmetic companies in the United States and the leader in mineral-based cosmetics. The company utilizes a distinctive marketing strategy and multi-channel distribution model to develop, market, and sell cosmetics, skin care, and body care products under its bareMinerals, RareMinerals, Buxom and md formulations brands worldwide.

(BARE-F)

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Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives and future operations. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “expect,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are also intended to identify forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of several factors. Factors that could affect future performance include, but are not limited to, changes in general economic or market conditions, including the adverse effects of a challenging and potentially worsening consumer and retail environment; our dependence on sales of our mineral-based foundation; our dependence on significant customers with whom we do not have long-term purchase commitments; the highly competitive nature of the beauty industry, and the adverse consequences if we are unable to compete effectively; the possibility that we might not manage our growth effectively or sustain our growth or profitability; the possibility that we might not be able to retain key executives and other personnel and recruit additional executives and personnel; the possibility that we might not be able to open and operate new boutiques successfully; our dependence on our suppliers to produce and deliver our products in a timely and cost-effective manner; the possibility that our media spending might not result in increased net sales or generate the levels of product and brand name awareness we desire; the possibility that we may be unable to repay or refinance our indebtedness, which was $244.5 million as of September 28, 2008; and other risk factors detailed in our Annual Report on Form 10-K for the fiscal year ended December 30, 2007, as well as our Quarterly Report on Form 10-Q for the quarter ended September 28, 2008, which are available at the SEC’s website at www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date of this press release, and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Investor Contact:	Bare Escentuals, Inc.
	Eric C. Wong, 415-489-5000

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