Brilliant Earth Shows Strong Shareholder Confidence as CEO Beth Gerstein Reelected

Rhea-AI Filing Summary

Brilliant Earth Group (NASDAQ: BRLT) held its 2025 Annual Meeting of Stockholders on June 18, 2025, where shareholders voted on key proposals. Two significant items were approved:

• Election of two Class I Directors: Beth Gerstein and Ian M. Bickley were elected to serve until the 2028 annual meeting. Gerstein received 527.7M votes in favor (99.8% approval), while Bickley received 527.8M votes (99.8% approval)
• Ratification of BDO USA PC as the independent registered public accounting firm for FY2025, receiving 533.9M votes in favor (99.9% approval)

The company's voting structure includes Class A and B shares with one vote per share, and Class C shares with ten votes per share. All share classes voted together as a single class. The strong voting results demonstrate robust shareholder support for both management proposals. Brilliant Earth continues to maintain its status as an emerging growth company.

Positive

• Strong shareholder support demonstrated with over 99% approval (527.7M votes) for both director nominees Beth Gerstein and Ian M. Bickley
• Near-unanimous approval (99.6% of votes) for the appointment of BDO USA PC as independent auditor, indicating strong confidence in financial oversight

Negative

• None.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

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Accepted by SEC EDGAR 06/23/2025 - 04:37 PM Learn about SEC filing dates

0001866757FALSE00018667572025-06-182025-06-18

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): June 18, 2025

Brilliant Earth Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40836						87-1015499
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)
300 Grant Avenue, Third Floor, San Francisco, CA									94108
(Address of Principal Executive Offices)									(Zip Code)

Registrant's telephone number, including area code: (800) 691-0952

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 (see General Instruction A.2. below):

☐ 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, $0.0001 par value per share			BRLT			The Nasdaq Global Market

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. o

Item 5.07. Submission of Matters to a Vote of Security Holders

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Brilliant Earth Group, Inc. (the “Company”) was held on June 18, 2025.

At the Annual Meeting, the Company’s stockholders:

(a) Elected the two Class I director nominees, each director to hold office until the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal; and

(b) Ratified the appointment BDO USA PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The proposals considered and voted upon at the Annual Meeting are described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2025.

Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to stockholders generally, and each share of Class C common stock entitles its holders to ten votes per share on all matters presented to stockholders generally. Holders of the Company's Common Stock voted together as a single class on all matters presented at the Annual Meeting.

The following is a summary of the final voting results for each matter presented to stockholders.

Proposal 1: Election of Class I Directors.

Nominee			Votes For			Votes Withheld			Broker Non-Votes
Beth Gerstein			527,747,016			1,282,381			5,267,204
Ian M. Bickley			527,776,297			1,253,100			5,267,204

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

Votes For			Votes Against			Abstained			Broker Non-Votes
533,874,797			211,804			210,000			0

Based on the foregoing votes, the two director nominees were elected, and Proposal 2 was approved.

SIGNATURE

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 hereunto duly authorized.

BRILLIANT EARTH GROUP, INC.

Date: June 23, 2025

By:

/s/ Jeffrey Kuo

Jeffrey Kuo

Chief Financial Officer

FAQ

What were the voting results for BRLT's 2025 Annual Meeting director elections?

At BRLT's 2025 Annual Meeting, both Class I director nominees were successfully elected. Beth Gerstein received 527,747,016 votes in favor and 1,282,381 votes withheld, while Ian M. Bickley received 527,776,297 votes in favor and 1,253,100 votes withheld. There were 5,267,204 broker non-votes for each nominee.

Did BRLT shareholders approve their independent auditor for 2025?

Yes, BRLT shareholders approved the appointment of BDO USA PC as the company's independent registered public accounting firm for fiscal year 2025. The proposal received overwhelming support with 533,874,797 votes in favor, 211,804 votes against, and 210,000 abstentions.

When will BRLT's newly elected Class I directors' terms expire?

The newly elected Class I directors at BRLT will serve until the 2028 annual meeting of stockholders, or until their earlier death, resignation, or removal. Both directors will serve for a three-year term.

What is BRLT's voting structure for different share classes?

BRLT has a multi-class voting structure where Class A and Class B common stock holders get one vote per share, while Class C common stock holders get ten votes per share. All share classes vote together as a single class on matters presented at the Annual Meeting.