ONESPAWORLD HOLDINGS Ltd
For the period ended Jun 3, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2026 · Filed Apr 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Office Number 2, Pineapple Business Park, Airport Industrial Park, P.O. Box N-624
Nassau, Island of New Providence, Commonwealth of The Bahamas
April 24, 2026
Dear Fellow Shareholders:
It is my pleasure to invite you to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of OneSpaWorld Holdings Limited, which will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Wednesday, June 3, 2026 at 11:00 a.m., Eastern Daylight Time. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement describe the items of business that will be discussed and voted upon during the Annual Meeting. On or about April 24, 2026, we will mail the proxy materials to our shareholders of record.
On behalf of our Board of Directors, I want to thank you for your continued support and confidence in 2026.
Sincerely,
Leonard Fluxman Executive Chairman and Chief Executive Officer
Notice of 2026 Annual Meeting of Shareholders
to be Held on June 3, 2026
The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of OneSpaWorld Holdings Limited (the “Company”), an international business company incorporated under the laws of the Commonwealth of The Bahamas, will be held in the Library Room, located at The Island House, Mahogany Hill, Western Road, Nassau, Bahamas, on Wednesday, June 3, 2026 at 11:00 a.m., Eastern Daylight Time.
Prior to the Annual Meeting, you will be able to vote atwww.proxyvote.com for the purpose of considering and voting upon the following, which are more fully described in the attached Proxy Statement:
To elect each of Maryam Banikarim, Leonard Fluxman, Glenn J. Fusfield, Adam Hasiba, Andrew R. Heyer, Lisa Myers and Stephen W. Powell to serve as directors and to hold office for a one-year term expiring at the 2027 annual meeting of shareholders (the “2027 Annual Meeting”);
To consider the approval, by an advisory vote, of the compensation of the Company’s named executive officers (the “Say-On-Pay Proposal”);
To consider the approval of the OneSpaWorld Holdings Limited Amended and Restated 2019 Equity Incentive Plan;
To ratify the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2026; and
To transact any other matter that may properly come before the Annual Meeting, or any postponement or adjournment thereof.
Our Board of Directors has determined that our shareholders of record at the close of business on April 8, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.
Most shareholders have a choice of voting on the Internet, by phone or by mail. Please refer to your proxy card, voting instruction card or other voting instructions included with these proxy materials for information on the voting method(s) available to you. If your shares are held in the name of a brokerage firm, bank or other nominee of record, follow the voting instructions you receive from such holder of record to vote your shares. If you are not a shareholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement as of the Record Date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership in order to attend the Annual Meeting.
Sincerely,
Inga A. Fyodorova Corporate Secretary April 24, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 3, 2026. The Proxy Statement and our Annual Report on Form 10-K for fiscal year 2025 (the “2025 Annual Report”) are available at the website appearing on your proxy card. The Proxy Statement, proxy card and the 2025 Annual Report will be mailed on or about April 24, 2026.
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