Olaplex Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$OLPX
Package Goods/Cosmetics
Consumer Discretionary
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 12, 2024
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 of this Current Report on Form 8-K, on June 12, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Olaplex Holdings, Inc. (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders approved an Amendment to the Company’s Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation and to remove obsolete provisions (the “Amendment”). The Amendment is further described under “Proposal 4: Amendment to the Restated Certificate of Incorporation to Reflect Delaware Law Provisions Allowing Officer Exculpation and to Remove Obsolete Provisions” on pages 64-65 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 22, 2024.
The Company filed the Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on June 12, 2024, which became effective immediately upon filing.
The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2024, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following four proposals, the results of which are set forth below.
Proposal 1 - Election of Directors
Each of the three nominees listed below were elected as Class III directors at the Annual Meeting to serve on the Company’s Board for a term of three years expiring at the Company’s 2027 Annual Meeting of Stockholders, based on the following votes:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Amanda Baldwin | 551,538,295 | 20,908,987 | 13,310,335 | ||||||||||||||
| Christine Dagousset | 538,975,147 | 33,472,135 | 13,310,335 | ||||||||||||||
| Tricia Glynn | 537,515,736 | 34,931,546 | 13,310,335 | ||||||||||||||
Proposal 2 - Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers for the Fiscal Year Ended December 31, 2023
The stockholders voted on a non-binding advisory basis to approve the compensation of the Company’s named executive officers during the fiscal year ended December 31, 2023, based on the following votes:
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 523,166,509 | 49,123,746 | 157,027 | 13,310,335 | |||||||||||||||||
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, based on the following votes:
| For | Against | Abstained | ||||||||||||
| 585,644,091 | 71,248 | 42,278 | ||||||||||||
Proposal 4 - Amendment to the Company’s Restated Certificate of Incorporation
The stockholders approved the Amendment to reflect Delaware law provisions allowing officer exculpation and to remove obsolete provisions, based on the following votes:
| For | Against | Abstained | Broker Non-Votes | |||||||||||||||||
| 530,239,856 | 42,122,059 | 85,367 | 13,310,335 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | 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, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
Date: June 14, 2024 | Olaplex Holdings, Inc. | |||||||
| By: | /s/ Amanda Baldwin | |||||||
| Name: | Amanda Baldwin | |||||||
| Title: | Chief Executive Officer | |||||||