UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 31, 2025, Beth Pritchard notified e.l.f. Beauty, Inc. (the “Company”) of her decision to resign from the Company’s Board of Directors (the “Board”) and all committees thereof, effective March 31, 2025. Ms. Pritchard has been a director of the Company since 2017, and her decision to resign comes after seven years of service on the Board. Her decision to resign is not due to any disagreement with the Company on any matter relating to its operations, policies, practices or otherwise. The Board appreciates and thanks Ms. Pritchard for her contributions to the Company through her service as a member of the Board.
On March 31, 2025, the Board appointed Charles (“Chip”) Victor Bergh to the Board as a Class III director, effective as of April 1, 2025, with an initial term expiring at the Company’s 2025 annual meeting of stockholders. Mr. Bergh is expected to stand for election to the Board at the 2025 annual meeting of stockholders.
Mr. Bergh has been a Senior Lecturer at Harvard Business School since July 2024. Prior to this, he served from September 2011 to January 2024 as President and Chief Executive Officer and from September 2011 to April 2024 as a Director of Levi Strauss & Co., a global apparel company. Before joining Levi Strauss & Co., Mr. Bergh spent 28 years at Procter & Gamble (P&G) in roles of increasing scope and complexity in brand management, general management and executive leadership. Mr. Bergh is the current chair of the board of HP, Inc., where he has served as a director since June 2015, and he is also a director for Pinterest, Inc., where he has served as a director since May 2024. Mr. Bergh previously served on the boards of VF Corporation and the Economic Development Board of Singapore. Mr. Bergh has a Bachelor of Arts in International Affairs from Lafayette College.
Mr. Bergh will be entitled to compensation for his service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors. The Company expects to enter into the Company’s standard form of indemnification agreement with Mr. Bergh.
There was no arrangement or understanding pursuant to which Mr. Bergh was appointed to the Board. There are no related party transactions of the kind described in Item 404(a) of Regulation S-K in which Mr. Bergh was or is a participant.
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.
| e.l.f. Beauty, Inc. | ||||||
| Date: April 3, 2025 | By: | /s/ Scott Milsten | ||||
| Scott Milsten | ||||||
| SVP, General Counsel & Chief People Officer | ||||||