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
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 28, 2024, the compensation committee of the board of directors of e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), adopted the e.l.f. Beauty, Inc. Equity Award Retirement Policy (the “Equity Retirement Policy”) to provide for the treatment of certain restricted stock units (“RSUs”) and performance stock units (“PSUs”) that the Company grants to Retirement Eligible Employees (as defined in the Equity Retirement Policy) on or after June 1, 2024, the effective date of the Equity Retirement Policy, upon such Retirement Eligible Employees qualifying retirement from the Company Group (as defined in the Retirement Policy).
All employees of the Company Group are eligible for the Equity Retirement Policy. A Retirement Eligible Employee is generally defined as an employee of least the age of 55 who has been employed by the Company Group for at least five years, and who has a combination of age and years of services of at least 65.
Under the Equity Retirement Policy, upon the qualifying retirement of a Retirement Eligible Employee, which generally requires written notice of intent to retire at least 3 months in advance, the Retirement Eligible Employee’s then-outstanding RSUs that have been held at least 6 months and vest based solely on continuous service to the Company Group will vest in full on the Retirement Eligible Employee’s Retirement Date (as defined in the Equity Retirement Policy), and then-outstanding PSUs that have been held at least 6 months will remain outstanding and eligible to vest through the applicable vesting date and will vest based on actual achievement of the applicable performance goals. Benefits under the Retirement Policy are subject to such Retirement Eligible Employee (or such Retirement Eligible Employee’s estate) delivering a general release of claims against the Company Group in a form acceptable to the Company that becomes effective and irrevocable within 30 days after the Retirement Date.
The foregoing description of the Equity Retirement Policy does not purport to be complete and is qualified in its entirety by reference to the text of the Equity Retirement Policy, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 10.1 | e.l.f. Beauty, Inc. Equity Award Retirement Policy | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
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.
| Date: May 31, 2024 | E.L.F. BEAUTY, INC. | |||||
| By: | /s/ Mandy Fields | |||||
| Mandy Fields | ||||||
| Chief Financial Officer | ||||||