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): August 25, 2022

e.l.f. Beauty, Inc.

(Exact name of registrant as specified in its charter)

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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. ☐

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

On August 25, 2022, e.l.f. Beauty, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three 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 13, 2022 (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 III Directors. Each of the four nominees for Class III director was elected to serve as a Class III director until the Company’s 2025 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
Tarang Amin	21,626,284	14,077,326	1,967,151
Tiffany Daniele	35,513,764	189,846	1,967,151
Lori Keith	20,118,517	15,585,093	1,967,151
Beth Pritchard	19,487,287	16,216,323	1,967,151

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:

For	Against	Abstain	Broker Non-Votes
34,589,025	943,803	170,782	1,967,151

3.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, 2023. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
37,072,709	432,780	165,272	0

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

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.

	e.l.f. Beauty, Inc.
Date: August 29, 2022	By:	/s/ Scott Milsten
		Scott Milsten
		SVP, General Counsel & Chief People Officer

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Cover Page	Aug. 25, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 25, 2022
Entity Registrant Name	e.l.f. Beauty, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37873
Entity Tax Identification Number	46-4464131
Entity Address, Address Line One	570 10th Street
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94607
City Area Code	510
Local Phone Number	778-7787
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ELF
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001600033
Amendment Flag	false