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SkinHealth Systems Inc.

For the period ended Jun 6, 2024. Filed Apr 26, 2024.

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About this filing

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 6, 2024 · Filed Apr 26, 2024

SKIN$15.71+51.8%Stored close · as of Nov 6, 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

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 Material

☐ Soliciting Material under §240.14a-12

The Beauty Health Company

(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 all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

2165 Spring Street

Long Beach, California 90806

LETTER TO STOCKHOLDERS

April 26, 2024

Dear Stockholder:

You are cordially invited to attend this year’s annual meeting of stockholders of The Beauty Health Company on June 6, 2024, at 1:00 p.m. Pacific Time. The annual meeting will be a completely “virtual” meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/SKIN2024 and entering the company number and control number included on the Notice of Internet Availability of Proxy Materials (the “Notice”) delivered to you or the proxy card or voting instructions that accompanied your proxy materials, if you requested and received a printed copy of the proxy materials.

Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you plan to attend the annual meeting, your vote is important and we encourage you to vote promptly. You may vote by telephone or Internet or by marking, signing and returning a proxy card, if you requested and received paper copies of the proxy materials. For specific instructions on voting, please refer to the instructions on your Notice or proxy card. If you attend the annual meeting, you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares.

Sincerely yours,

MARLA BECK

PRESIDENT AND CHIEF EXECUTIVE OFFICER

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 6, 2024

WhenJune 6, 2024 at 1:00 p.m. PDTHow to Vote in Advance
WhereVirtually at: www.virtualshareholdermeeting.com/SKIN2024By MailComplete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided
Proposal 1Election of three nominees named in the proxy statement to serve on the Board of Directors. The Board of Directors recommends a vote “FOR ALL” director nominees.By InternetYou can vote your shares online at www.proxyvote.com
Proposal 2To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to declassify the Board of Directors, beginning with the Company’s 2025 annual meeting of stockholders. The Board of Directors recommends a vote “FOR” this proposal.By PhoneYou can vote your shares by calling 1-800-690-6903
Proposal 3To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement for amendments to the Second Amended and Restated Certificate of Incorporation. The Board of Directors recommends a vote “FOR” this proposal.Your vote is important. Please vote as soon as possible by one of the methods shown above. Be sure to have your Notice of Internet Availability, proxy card or voting instruction form in hand and follow the instructions provided therein.
Proposal 4Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2024. The Board of Directors recommends a vote “FOR” this proposal.
Proposal 5Advisory vote to approve named executive officer compensation. The Board of Directors recommends a vote “FOR” this proposal.
Any other business which may properly come before the annual meeting or any adjournment or postponement. In addition to the business to be transacted as described above, management may speak on our developments of the past year and respond to questions of general interest to stockholders.
Who Can VoteOnly owners of record of the Company’s issued and outstanding Class A Common Stock as of the close of business on April 9, 2024. Each share of Class A Common Stock is entitled to one vote.
Date of MailingA Notice or a printed copy of the proxy materials were first mailed to stockholders of record entitled to receive notice of the Annual Meeting on or about April 26, 2024.

ii

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted whether or not you plan to attend the virtual annual meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions in the Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the Notice or proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the annual meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record at www.virtualshareholdermeeting.com/SKIN2024 during the Annual Meeting.

THE BEAUTY HEALTH COMPANY

BY ORDER OF THE BOARD OF DIRECTORS

MARLA BECK

PRESIDENT AND CHIEF EXECUTIVE OFFICER

Long Beach, California

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