SkinHealth Systems (NASDAQ: SKIN) investors approve directors, auditor and pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

SkinHealth Systems Inc. reported results of its annual stockholder meeting held virtually on June 10, 2026. A quorum was achieved, with 93,406,914 of 129,584,184 Class A shares entitled to vote as of the April 16, 2026 record date, representing approximately 72.08% participation.

Stockholders elected nine directors to one-year terms, including Brenton L. Saunders and eight other nominees, with each receiving more votes for than withheld. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In an advisory, non-binding vote on executive pay, stockholders approved the compensation of the company’s named executive officers as described in the proxy statement, with 58,604,735 votes for, 12,346,541 against, 1,021,201 abstentions, and 21,434,437 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 129,584,184 shares Shares represented at meeting: 93,406,914 shares Say-on-pay votes for: 58,604,735 votes +3 more

6 metrics

Shares outstanding on record date 129,584,184 shares Class A Common Stock as of April 16, 2026

Shares represented at meeting 93,406,914 shares Approximately 72.08% of shares entitled to vote

Say-on-pay votes for 58,604,735 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 12,346,541 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 93,125,701 votes Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026

Auditor ratification votes against 235,673 votes Ratification of Deloitte & Touche LLP

Key Terms

broker non-votes, emerging growth company, independent, registered public accounting firm, advisory, non-binding basis

4 terms

broker non-votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes 58,604,735 | 12,346,541 | 1,021,201 | 21,434,437"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent, registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent, registered public accounting firm for the fiscal year ending December 31, 2026"

advisory, non-binding basis financial

"approved, on an advisory, non-binding basis, the compensation paid by the Company to its named executive officers"

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Understanding 8-K Material Events →

Available on EDGAR 06/16/2026 - 04:09 PM Accepted by SEC EDGAR 06/16/2026 - 04:08 PM

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 10, 2026

SkinHealth Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39565

85-1908962

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3600 E. Burnett Street

Long Beach, CA

(Address of principal executive offices)

90815

(Zip Code)

(800) 603-4996

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 communications 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-commencement 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

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

SKIN

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 10, 2026, SkinHealth Systems Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") in a virtual format. At the close of business on April 16, 2026, the record date for the Annual Meeting (the "Record Date"), there were 129,584,184 shares of the Company’s Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the Record Date. At the Annual Meeting, 93,406,914 of the Company’s 129,584,184 outstanding shares of Class A Common Stock entitled to vote as of the Record Date, or approximately 72.08%, were present virtually or represented by proxy, and, therefore, a quorum was present.

The three proposals voted on at the Annual Meeting are more fully described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on April 24, 2026 (the "Proxy Statement").

The final voting results on the proposals presented for stockholder approval at the Annual Meeting are as follows:

Proposal No. 1: Election of Nine Directors

The Company’s stockholders elected the nine directors listed below, each to serve for a term of one year, expiring at the Company's 2027 annual meeting of stockholders or until his or her successor is duly appointed or elected and qualified or until his or her earlier death, resignation, or removal from office, as follows:


Nominees	Votes For	Votes Withheld	Broker Non-Votes
Brenton L. Saunders	64,713,062	7,259,415	21,434,437
Pedro Malha	70,933,549	1,038,928	21,434,437
E. Scott Beattie	61,017,737	10,954,740	21,434,437
Stephen J. Fanning	68,732,826	3,239,651	21,434,437
Michelle Kerrick	70,684,772	1,287,705	21,434,437
Brian Miller	56,555,107	15,417,370	21,434,437
Doug Schillinger	61,107,166	10,865,311	21,434,437
Sachin Shridharani, M.D.	71,317,162	655,315	21,434,437
Kenneth Tripp	71,078,056	894,421	21,434,437

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent, registered public accounting firm for the fiscal year ending December 31, 2026, as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
93,125,701	235,673	45,540	0

Proposal No. 3: Advisory Vote on the Compensation of the Named Executive Officers

The Company’s stockholders approved, on an advisory, non-binding basis, the compensation paid by the Company to its named executive officers as disclosed in the Proxy Statement, as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
58,604,735	12,346,541	1,021,201	21,434,437

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: June 16, 2026	SkinHealth Systems Inc.

	By:	/s/ Michael Monahan
	Name:	Michael Monahan
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What was the shareholder turnout at SkinHealth Systems (SKIN) 2026 annual meeting?

Shareholder turnout was strong, with 93,406,914 Class A shares represented, or approximately 72.08% of the 129,584,184 shares outstanding on April 16, 2026. This level of participation met quorum requirements and allowed all proposals to be validly voted on.

Which directors were elected at SkinHealth Systems (SKIN) 2026 annual meeting?

Nine directors were elected to one-year terms, including Brenton L. Saunders, Pedro Malha, E. Scott Beattie, Stephen J. Fanning, Michelle Kerrick, Brian Miller, Doug Schillinger, Sachin Shridharani, M.D., and Kenneth Tripp. Each nominee received more votes for than withheld.

Did SkinHealth Systems (SKIN) stockholders approve the company’s auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 93,125,701 votes for, 235,673 against, 45,540 abstentions, and no broker non-votes recorded on this proposal.

How did SkinHealth Systems (SKIN) shareholders vote on executive compensation?

Shareholders approved, on an advisory, non-binding basis, the compensation of named executive officers. The vote totaled 58,604,735 for, 12,346,541 against, 1,021,201 abstentions, and 21,434,437 broker non-votes, indicating majority support for the pay program described in the proxy statement.

How many SkinHealth Systems (SKIN) shares were outstanding on the 2026 record date?

On April 16, 2026, the record date for the annual meeting, SkinHealth Systems had 129,584,184 shares of Class A Common Stock issued and outstanding. These shares constituted all of the company’s capital stock entitled to vote at the 2026 annual meeting.

Was quorum achieved for the SkinHealth Systems (SKIN) 2026 stockholder meeting?

Yes. A quorum was present, with 93,406,914 of 129,584,184 outstanding Class A shares represented, or about 72.08% of shares entitled to vote as of the April 16, 2026 record date, allowing business to be conducted.

Filing Exhibits & Attachments

4 documents