Business Context and Reporting Period
This Form 8-K reports on the results of the 2025 Annual Meeting of Shareholders held by OneSpaWorld Holdings Ltd on June 9, 2025. 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 three primary proposals. A total of 97,956,117 shares were voted, representing approximately 95% of the 102,697,235 shares outstanding as of the April 16, 2025 record date. All director nominees were elected, and all other proposals were approved.
Proposal 1: Election of Directors
| Director Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Maryam Banikarim | 76,748,353 | 15,796,176 | 5,411,588 |
| Glenn J. Fusfield | 41,978,386 | 50,566,143 | 5,411,588 |
| Adam Hasiba | 91,047,459 | 1,497,070 | 5,411,588 |
| Stephen W. Powell | 90,218,076 | 2,326,453 | 5,411,588 |
Proposal 2: Executive Compensation (Say-on-Pay)
- For: 86,225,655
- Against: 5,450,983
- Abstain: 867,891
- Broker Non-Votes: 5,411,588
Proposal 3: Ratification of Auditors
Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025.
- For: 97,242,074
- Against: 695,464
- Abstain: 18,579
- Broker Non-Votes: 0
Guidance, Outlook, and Risks
The filing text does not provide a clear value for future guidance, management commentary on financial outlook, specific risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Key Facts for Investor Verification
- High Participation: Approximately 95% of outstanding shares were voted in the Annual Meeting.
- Director Support Variance: While all directors were elected, Glenn J. Fusfield received a significantly higher number of "Withheld" votes (50.5 million) compared to "For" votes (41.9 million), indicating notable shareholder dissent regarding this specific nominee.
- Auditor Continuity: The appointment of Ernst & Young LLP was overwhelmingly approved with minimal opposition.
- Compensation Approval: The executive compensation advisory vote passed with approximately 94% of votes cast in favor.