8-K
0001856236falseEuropean Wax Center, Inc.00018562362021-11-222021-11-22

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 22, 2021

 

 

EUROPEAN WAX CENTER, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40714

86-3150064

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

5830 Granite Parkway, 3rd Floor

 

Plano, Texas

 

75024

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (469) 264-8123

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.00001 per share

 

EWCZ

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 22, 2021, the Board of Directors (the “Board”) of European Wax Center, Inc. (the “Company”) increased the size of the Board from six to seven members and elected Nital Scott as a director of the Company to fill the vacancy on the Board, effective immediately. Ms. Scott will serve as a Class II director of the Company with a term expiring at the Company’s 2023 annual meeting. The Board also appointed her to the Audit Committee of the Board.

 

In connection with her election and service on the Board, Ms. Scott will be granted a restricted stock unit award valued at $187,500 under the Company’s 2021 Omnibus Incentive Plan, with $125,000 of such award to vest in four equal quarterly installments and the remaining amount to vest in eight equal quarterly installments, assuming continued service as a director.

 

Ms. Scott also entered into an indemnification agreement with the Company in the same form as its other directors have entered, which is filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on July 28, 2021 (Registration No. 333-257874).

 

There are no arrangements or understandings between Ms. Scott and any other persons pursuant to which she was selected as a director of the Company. There are no transactions between Ms. Scott, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

 

A copy of the news release announcing the election of Ms. Scott to the Board is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Description

99.1

News release announcing the election of Nital Scott as a director of European Wax Center, Inc. issued on November 29, 2021

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

EUROPEAN WAX CENTER, INC.

 

 

 

 

Date:

November 29, 2021

By:

/s/ GAVIN M. O'CONNOR

 

 

 

Name: Gavin M. O'Connor
Title: Chief Legal Officer and Corporate Secretary

 


EX-99.1

Exhibit 99.1

EUROPEAN WAX CENTER WELCOMES NEW BOARD MEMBER, NITAL SCOTT

Nital Scott joins Board of Directors, serving as an Independent Director

 

Plano, Texas (November 29, 2021) European Wax Center, Inc. (NASDAQ: EWCZ), a leading personal care franchise brand that offers expert wax services, today announced the appointment of Nital Scott to its Board of Directors. With the appointment of Ms. Scott, the European Wax Center Board of Directors now has seven members.

 

“We are thrilled to have Nital join the European Wax Center team. Her deep experience in retail and consumer-facing beauty spaces will be invaluable as we continue to execute on our strategic priorities of new center openings and same-store sales growth. I look forward to partnering with her to enhance value for all European Wax Center stakeholders,” said David Berg, Chief Executive Officer of European Wax Center.

 

Nital Scott brings a wealth of experience including seven years at skin care and cosmetics company, Beautycounter, where she currently serves as Chief Financial Officer. During her time there, Beautycounter grew its revenue 12 times over before The Carlyle Group recently acquired a majority stake in the company valuing it at $1 billion. Prior to her tenure at Beautycounter, Scott held the position of Vice President of Investment Banking at Goldman Sachs for six years.

 

“I am grateful that I have been given the opportunity to join the team of this category creator and leader. I look forward to bringing my experience and unique perspective to make a positive impact on the continued success of European Wax Center,” said Ms. Scott.

 

“I’m excited to continue to attract and add high-quality independent members to our board, including Dorvin Lively and Laurie Ann Goldman earlier this year. Nital’s skill sets will be incredibly complementary to those of the leadership team and instrumental as we continue to grow this brand,” said Andrew Crawford, Managing Director of General Atlantic and Chairman of European Wax Center’s Board of Directors.

 

 

About European Wax Center, Inc.

European Wax Center, Inc. (NASDAQ: EWCZ) is a leading personal care franchise brand founded in 2004. The Company offers expert wax services from certified Wax Specialists, ensuring that every guest who walks through the door leaves feeling confident—in European Wax Center, Inc. and themselves. The Company provides guests with a first class, professional waxing experience by the most highly trained estheticians in the industry, within the privacy of clean, individual waxing suites. They're so confident everyone will love the experience, European Wax Center, Inc. offers a free complimentary wax to each new guest. The Company continues to revolutionize the waxing category with its innovative, signature Comfort Wax™. This proprietary blend is formulated with the highest quality ingredients to leave skin feeling smooth and make waxing an efficient and relatively painless experience. To help enhance and extend waxing services after leaving the center, European Wax Center, Inc. offers a complete collection of proprietary products in the skincare, body, and brow categories. European Wax Center, Inc. is a leading wax specialty personal care brand in the United States and, as of September 25, 2021, its network includes 833 centers nationwide. For more information including how to receive your first wax free, please visit: www.waxcenter.com.

 


Exhibit 99.1

 

Contacts

 

Investors:

ICR, Inc.

Allison Malkin/Nina Weiss

IR@myewc.com

203-682-8225

 

European Wax Center, Inc.

Amir Yeganehjoo

Amir.yeganehjoo@myewc.com

469-217-7486

 

Media:

Creative Media Marketing

Meredith Needle

Ewc@cmmpr.com

212-979-8884