OSW 8-K
ONESPAWORLD HOLDINGS Ltd (OSW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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Commonwealth of The |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices)
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Tel: (
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencements 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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
$0.0001 per share |
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The |
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).
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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 June 9, 2025, OneSpaWorld Holdings Limited (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). On all matters which came before the Annual Meeting, holders of the Company’s common shares were entitled to one vote for each share held. The total number of the Company’s common shares voted in connection with the Annual Meeting was 97,956,117, representing approximately 95% of the 102,697,235 shares that were outstanding and entitled to vote as of April 16, 2025, the record date for the Annual Meeting.
All of the Company’s director nominees were elected, and shareholders approved all other proposals that were submitted at the Annual Meeting, as recommended by the Board of Directors. Voting results for each matter submitted to a vote at the Annual meeting are provided below:
Proposal 1. |
Election of Directors: |
Directors |
For |
Withheld |
Broker non-votes |
Maryam Banikarim |
76,748,353 |
15,796,176 |
5,411,588 |
Glenn J. Fusfield |
41,978,386 |
50,566,143 |
5,411,588 |
Adam Hasiba |
91,047,459 |
1,497,070 |
5,411,588 |
Stephen W. Powell |
90,218,076 |
2,326,453 |
5,411,588 |
Proposal 2. |
The approval, by an advisory vote, of the compensation of the Company’s named executive officers: |
For |
Against |
Abstain |
Broker non-votes |
86,225,655 |
5,450,983 |
867,891 |
5,411,588 |
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Proposal 3. |
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, 2025: |
For |
Against |
Abstain |
Broker non-votes |
97,242,074 |
695,464 |
18,579 |
0 |
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SIGNATURE
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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OneSpaWorld Holdings Limited |
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Date: June 12, 2025 |
By: |
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/s/ Stephen B. Lazarus |
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Stephen B. Lazarus |
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President, Chief Financial Officer and Chief Operating Officer |