| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 29, 2021, Vesper Healthcare Acquisition Corp. (the “Company”) held a special meeting of the Company’s stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved both The Beauty Health Company 2021 Incentive Award Plan (the “2021 Plan”), including the authorization of an initial share reserve of 14,839,640 shares of the Company’s common stock under the 2021 Plan, and The Beauty Health Company Employee Stock Purchase Plan (the “ESPP” and, together with the 2021 Plan, the “Plans”), including the authorization of the initial share reserve of 2,000,000 shares of the Company’s common stock under the ESPP. The Plans became effective upon stockholder approval. The Company’s executive officers are eligible to participate in the Plans.
A description of the material terms of the Plans is set forth in the Company’s definitive proxy statement filed with the SEC on April 7, 2021 (the “Proxy Statement”) and is incorporated herein by reference. Copies of the Plans are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 29, 2021, the Company held the Special Meeting in lieu of the 2021 annual meeting of the Company’s stockholders, at which holders of 45,423,288 shares of common stock (consisting of 33,923,288 shares of Class A Stock and 11,500,000 shares of Class B Stock) were present in person or by proxy, representing 78.99% of the voting power of the shares of the Company’s common stock as of April 14, 2021, the record date for the Special Meeting, and constituting a quorum for the transaction of business. Each of the proposals listed below is described in more detail in the Proxy Statement, and incorporated herein by reference. A summary of the voting results at the Special Meeting for each of the proposals is set forth below:
1. The stockholders approved that certain Agreement and Plan of Merger dated December 8, 2020 by and among the Company, Hydrate Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Hydrate Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II”), LCP Edge Intermediate, Inc., a Delaware corporation and indirect parent of Edge Systems LLC d/b/a The HydraFacial Company (“HydraFacial”), and LCP Edge Holdco, LLC (“LCP,” and, in its capacity as the stockholders’ representative, the “Stockholders’ Representative”) (the “Merger Agreement”) and transactions contemplated thereby, including (i) the merger of Merger Sub I with and into HydraFacial, with HydraFacial continuing as the surviving corporation (the “First Merger”) and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of HydraFacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). 2,672,690 shares of Class A Stock were presented for redemption in connection with the Business Combination. The voting results for this proposal were as follows:
| | | | | | | | |
| For | | | Against | | | Abstain |
| | 43,651,782 | | | | 1,771,251 | | | 225 |
2. The stockholders approved, for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the Business Combination and a private placement pursuant to which certain investors have agreed to purchase an aggregate of 35,000,000 shares of Class A Stock. The voting results for this proposal were as follows:
| | | | | | | | |
| For | | | Against | | | Abstain |
| | 43,564,149 | | | | 1,832,676 | | | 26,463 |
3. The stockholders adopted the Second Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate”). The voting results for this proposal were as follows:
| | | | | | | | |
| For | | | Against | | | Abstain |
| | 42,160,735 | | | | 3,220,717 | | | 41,836 |
4. The stockholders approved, on a non-binding advisory basis, each separate proposal with respect to certain governance provisions in the A&R Certificate in accordance with SEC requirements. The voting results for each separate proposal were as follows:
4A. To amend the Company’s Amended and Restated Certificate of Incorporation (the “Existing A&R Certificate”) to change the stockholder vote required to amend certain provisions of the post-combination company’s proposed certificate and bylaws:
| | | | | | | | |
| For | | | Against | | | Abstain |
| | 30,177,303 | | | | 15,199,630 | | | 46,355 |
4B. To amend the Existing A&R Certificate to elect not to be governed by Section 203 of the Delaware General Corporate Law (“DGCL”) and instead, include a provision in the Existing A&R Certificate that is substantially similar to Section 203 of the DGCL, but excludes the equityholders of BLS Investor Group LLC (“BLS Investor
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