8-K
ONESPAWORLD HOLDINGS Ltd (OSW)
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): June 9, 2021
OneSpaWorld Holdings Limited
(Exact name of registrant as specified in its charter)
| Commonwealth of The Bahamas | 001-38843 | Not Applicable |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification Number) |
Harry B. Sands, Lobosky Management Co. Ltd.
Office Number 2
Pineapple Business Park
Airport Industrial Park
P.O. Box N-624
Nassau, Island of New Providence, Commonwealth of The Bahamas
(Address of principal executive offices)
N/A
(Zip Code)
Tel: (242) 322-2670
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Shares, par value (U.S.)<br>$0.0001 per share | OSW | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. |
|---|
The Annual Meeting was held on June 9, 2021. The results of the voting at the Annual Meeting were as follows:
| Proposal 1. | Election of Class B Directors: | ||
|---|---|---|---|
| Directors | For | Withheld | Broker non-votes |
| --- | --- | --- | --- |
| Marc Magliacano | 44,466,660 | 18,781,158 | 2,319,965 |
| Jeffrey E. Stiefler | 41,178,856 | 22,068,962 | 2,319,965 |
| Walter F. McLallen | 42,517,644 | 20,730,174 | 2,319,965 |
Additionally, Steiner Leisure Limited (“Steiner Leisure”) voted 17,185,500 non-voting common shares, representing 100% of Steiner Leisure’s non-voting common shares, in favor of the director nominee Marc Magliacano, the designated director of Steiner Leisure.
| Proposal 2. | Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2021: | ||
|---|---|---|---|
| For | Against | Abstain | Broker non-votes |
| --- | --- | --- | --- |
| 65,555,239 | 9,344 | 3,200 | 0 |
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.
Date: June 15, 2021
| OneSpaWorld Holdings Limited | |
|---|---|
| By: | /s/ Stephen B. Lazarus |
| Stephen B. Lazarus | |
| Chief Operating Officer and Chief Financial Officer |