Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Shareholders held by OneSpaWorld Holdings Ltd on June 3, 2026. The company is incorporated in the Commonwealth of The Bahamas and its common shares trade on The Nasdaq Capital Market under the symbol OSW.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Voting Results
Shareholders voted on four proposals. A total of 97,830,487 shares were voted, representing approximately 96% of the 101,514,846 shares outstanding as of the April 8, 2026 record date.
- Proposal 1 (Election of Directors): All nominees were elected except Andrew R. Heyer, who received 41,524,159 votes "For" and 52,525,466 votes "Withheld". All other nominees received majority support.
- Proposal 2 (Say-on-Pay): Shareholders approved the advisory vote on executive compensation with 88,518,672 votes "For" versus 4,679,736 "Against".
- Proposal 3 (Equity Incentive Plan): Shareholders approved the Amended and Restated 2019 Equity Incentive Plan with 90,153,442 votes "For".
- Proposal 4 (Auditor Ratification): Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 97,197,301 votes "For".
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, future outlook, management commentary on operations, specific risks, or contingencies. The document is limited to the disclosure of voting results.
Investor Verification Checklist
- Verify the status of director Andrew R. Heyer following the significant number of withheld votes (52.5 million) compared to votes cast in favor (41.5 million).
- Confirm the effective date and terms of the newly approved Amended and Restated 2019 Equity Incentive Plan.
- Review the upcoming 2026 Annual Report (10-K) for the financial performance data not included in this 8-K.