8-K
ONESPAWORLD HOLDINGS Ltd (OSW)
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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 5, 2024
OneSpaWorld Holdings Limited
(Exact name of registrant as specified in its charter)
| Commonwealth of The Bahamas | 001-38843 | Not Applicable |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Harry B. Sands, Lobosky Management Co. Ltd.<br><br>Office Number 2<br><br>Pineapple Business Park<br><br>Airport Industrial Park<br><br>P.O. Box N-624<br><br>Nassau, Island of New Providence, Commonwealth of The Bahamas<br><br>(Address of principal executive offices) |
Tel: (242) 322-2670
(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:
| ☐ | Written communication 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-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 | Trading<br><br>Symbol(s) | Name of each exchange<br><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. |
|---|
On June 5, 2024, OneSpaWorld Holdings Limited (the “Company”) held its 2024 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. Proxies for 95,897,921 shares entitled to vote were received in connection with the Annual Meeting.
The Company’s shareholders approved all the proposals that were submitted at the Annual Meeting, as recommended by the Board of Directors. The matters which were submitted to the Company’s shareholders for approval at the Annual Meeting and the tabulation of the final votes with respect to each such matter were as follows:
| Proposal 1. | Election of Class B Directors: | ||
|---|---|---|---|
| Directors | For | Withheld | Broker non-votes |
| --- | --- | --- | --- |
| Marc Magliacano | 83,215,134 | 5,138,779 | 7,544,008 |
| Walter F. McLallen | 78,668,590 | 9,685,323 | 7,544,008 |
| Jeffrey E. Stiefler | 53,785,718 | 34,568,195 | 7,544,008 |
| Proposal 2. | The approval, by an advisory vote, of the compensation of the Company’s named executive officers: | ||
| --- | --- | ||
| For | Against | Abstain | Broker non-votes |
| --- | --- | --- | --- |
| 80,544,759 | 7,661,443 | 147,711 | 7,544,008 |
| Proposal 3. | The approval, by an advisory vote, of the frequency of future advisory votes to approve the compensation of the Company’s named executive officers: | ||
| --- | --- | ||
| 1 Year | 2 Years | 3 Years | Abstain |
| --- | --- | --- | --- |
| 85,123,486 | 414,635 | 2,814,172 | 1,620 |
| Proposal 4. | 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, 2024: | ||
| --- | --- | ||
| For | Against | Abstain | Broker non-votes |
| --- | --- | --- | --- |
| 95,853,855 | 37,051 | 7,015 | 0 |
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.
| OneSpaWorld Holdings Limited | ||
|---|---|---|
| Date: June 10, 2024 | By: | /s/ Stephen B. Lazarus |
| Stephen B. Lazarus | ||
| Chief Financial Officer and Chief Operating Officer |