UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2023, at the annual meeting (the “Annual Meeting”) of stockholders of European Wax Center, Inc. (the “Company”), stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the “Charter Amendment”), to provide for the limitation of monetary liability of officers of the Company for breach of the duty of care in certain actions, as permitted by recent amendments to the General Corporation Law of the State of Delaware. The Charter Amendment had previously been approved by the Company's Board of Directors, subject to stockholder approval. On June 7, 2023, the Company filed a certificate of amendment to effect the changes set forth in the Charter Amendment with the Secretary of State of the State of Delaware.
The foregoing description of the Charter Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the certificate of amendment of the Company’s Amended and Restated Certificate of Incorporation, a copy of which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal.
Proposal 1: Election of Directors
The stockholders of the Company elected the director nominees listed below to serve on the Company's Board of Directors as members of Class II for a term of three years. The results of the vote were as follows:
| Name of Nominee | For | Withhold | Broker Non-Votes | |||
| Laurie Ann Goldman | 47,776,082 | 414,759 | 11,321,810 | |||
| Dorvin Lively | 34,152,452 | 14,038,389 | 11,321,810 | |||
| Nital Scott | 47,935,356 | 255,485 | 11,321,810 |
Proposal 2: Ratification of the Company's Independent Registered Public Accounting Firm
The stockholders of the Company ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ended January 6, 2024. The results of the vote were as follows:
| For | Against | Abstain | ||
| 59,481,936 | 1,424 | 29,291 |
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Proposal 3: Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit Liability of Officers of the Company
The stockholders of the Company approved the Charter Amendment to provide for the limitation of monetary liability of officers of the Company for breach of the duty of care in certain actions. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 42,807,016 | 2,432,602 | 2,951,223 | 11,321,810 |
Item 9.01 Financial Statements and Exhibits
|
Exhibit Number |
Description | |
| 3.1 | Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 9, 2023 | By: | /s/ GAVIN M. O'CONNOR |
| Name: Gavin M. O'Connor | ||
| Title: Chief Legal Officer, Chief Human Resources Officer and Corporate Secretary | ||
4
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EUROPEAN WAX CENTER, INC.
European Wax Center, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Article ELEVENTH thereof and by substituting in lieu of said Article the following new Article:
11.1 To the fullest extent permitted under the General Corporation Law, as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no Director or officer shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty as a Director or officer.
11.2 Any amendment, repeal or modification of Section 11.1 shall not adversely affect any right or protection of a Director or officer existing at the time of such amendment, repeal or modification with respect to any act, omission or other matter occurring prior to such amendment, repeal or modification.
2. The Board of Directors of the Corporation has duly adopted resolutions (i) declaring this Certificate of Amendment to be advisable, (ii) adopting and approving this Certificate of Amendment, (iii) directing that this Certificate of Amendment be submitted to the stockholders of the Corporation for their approval at the 2023 Annual Meeting of the stockholders of the Corporation and (iv) recommending to the stockholders of the Corporation that this Certificate of Amendment be approved.
3. This Certificate of Amendment was submitted to and duly adopted and approved by the stockholders of the Corporation at the 2023 Annual Meeting of the stockholders of the Corporation in accordance with the provisions of Sections 222 and 242 of the General Corporation Law of the State of Delaware.
4. This Certificate of Amendment has been duly authorized, adopted and approved by the Board of Directors of the Corporation in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware.
Executed on June 7, 2023
| European Wax Center, Inc. | ||
| /s/ Gavin O’Connor | ||
| By: | Gavin O’Connor | |
| Chief Legal Officer, Chief Human Resources Officer and Corporate Secretary | ||