elf-202008270001600033FALSE00016000332020-08-272020-08-27
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): August 27, 2020
e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-37873 | 46-4464131 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification Number) |
570 10th Street
Oakland, CA 94607
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (510) 778-7787
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:
☐ 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))
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| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | | | |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
| Common Stock, par value $0.01 per share | ELF | New York Stock Exchange | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☒
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On August 27, 2020, e.l.f. Beauty, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 17, 2020 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each proposal, the number of votes withheld with respect to each proposal (if applicable), the number of abstentions with respect to each proposal (if applicable), and the number of broker non-votes with respect to each proposal.
1.Election of Class I Directors. Each of the three nominees for Class I director was elected to serve as a Class I director until the Company’s 2023 annual meeting of stockholders, or until his or her respective successor has been elected and qualified, or until his or her respective earlier death, resignation or removal. The voting results were as follows:
| | | | | | | | | | | |
| Name | For | Withheld | Broker Non-Votes |
| Kirk Perry | 35,165,081 | 8,101,563 | 2,274,901 |
| Sabrina Simmons | 36,152,062 | 7,114,582 | 2,274,901 |
| Maureen Watson | 35,669,138 | 7,597,506 | 2,274,901 |
2.Advisory Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
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| For | Against | Abstain | Broker Non-Votes |
| 27,496,518 | 14,467,869 | 1,302,257 | 2,274,901 |
3.Advisory Indication of the Frequency of the Advisory Vote on Executive Compensation. The Company’s stockholders indicated, on an advisory basis, that one year is the preferred frequency of the advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:
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| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 42,403,251 | 10,189 | 832,194 | 21,010 | 2,274,901 |
In light of the voting results on this proposal, and consistent with the recommendation of the Company’s Board of Directors (the “Board”) to the stockholders regarding this proposal included in the Proxy Statement, the Company decided that it will hold an advisory vote on the compensation of the Company’s named executive officers on an annual basis until the Board decides to hold the next advisory vote on the preferred frequency of the advisory vote on the compensation of the Company’s named executive officers.
4.Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending March 31, 2021. The voting results were as follows:
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| For | Against | Abstain | Broker Non-Votes |
| 45,529,858 | 3,660 | 8,027 | 0 |
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | e.l.f. Beauty, Inc. | | |
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| Date: August 28, 2020 | | | | By: | | /s/ Scott Milsten |
| | | | | | Scott Milsten |
| | | | | | SVP and General Counsel |