SkinHealth Systems Inc.
For the period ended Jun 10, 2026. Filed Apr 24, 2026.
View on SEC.govAbout 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 10, 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
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 |
SkinHealth Systems Inc.
(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. |
SKINHEALTH SYSTEMS INC.
3600 E. Burnett St.
Long Beach, California 90815
LETTER TO STOCKHOLDERS
April 24, 2026
Dear Stockholder:
You are cordially invited to attend this year’s annual meeting of stockholders of SkinHealth Systems Inc. (formerly known as The Beauty Health Company) on June 10, 2026, 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/SKIN2026 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,
Pedro MALHA
President, Chief Executive Officer AND DIRECTOR
i
SKINHEALTH SYSTEMS INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 2026
| When | June 10, 2026 at 1:00 p.m. PDT | How to Vote in Advance | |
|---|---|---|---|
| Where | Virtually at: www.virtualshareholdermeeting.com/SKIN2026 | By Mail | Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided |
| Proposal 1 | Election of nine 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 Internet | You can vote your shares online at www.proxyvote.com |
| Proposal 2 | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2026. The Board of Directors recommends a vote “FOR” this proposal. | By Phone | You can vote your shares by calling 1-800-690-6903 |
| Proposal 3 | Advisory vote to approve named executive officer compensation. 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. | |
| 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 Vote | Only owners of record of the Company’s issued and outstanding Class A Common Stock as of the close of business on April 16, 2026. Each share of Class A Common Stock is entitled to one vote. | ||
| Date of Mailing | A 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 24, 2026. | ||
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/SKIN2026 during the Annual Meeting.
SKINHEALTH SYSTEMS INC.
BY ORDER OF THE BOARD OF DIRECTORS
PEDRO MALHA
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
Long Beach, California
Dated: April 24, 2026
iii
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 1 |
|---|---|
| PROPOSAL 1: ELECTION OF NINE DIRECTORS | 7 |
| DIRECTORS AND NOMINEES | 8 |
| CORPORATE GOVERNANCE | 13 |
| 2025 DIRECTOR COMPENSATION | 30 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 33 |
| AUDIT COMMITTEE REPORT | 35 |
| EXECUTIVE OFFICERS | 36 |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 37 |
| COMPENSATION DISCUSSION AND ANALYSIS | 38 |
| COMPENSATION COMMITTEE REPORT | 52 |
| EXECUTIVE COMPENSATION | 53 |
| PAY VERSUS PERFORMANCE | 67 |
| CEO PAY RATIO DISCLOSURE | 72 |
| EQUITY COMPENSATION PLAN INFORMATION | 74 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 75 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 77 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 78 |
| STOCKHOLDER PROPOSALS | 79 |
| OTHER MATTERS | 80 |
| AVAILABLE INFORMATION | 81 |
iv
SKINHEALTH SYSTEMS INC.
3600 E. Burnett St.
Long Beach, California 90815
**PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2026
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of SkinHealth Systems Inc. (formerly known as The Beauty Health Company), a Delaware corporation, for use at the 2026 annual meeting of stockholders (the “Annual Meeting”). This Proxy Statement and related materials were first made available to stockholders of record entitled to receive notice of the Annual Meeting on or about April 24, 2026. References in this Proxy Statement to “we,” “us,” “our,” or the “Company” refer to SkinHealth Systems Inc. and its consolidated subsidiaries. When we refer to the Company’s fiscal year, we mean the applicable annual period ended on December 31.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.