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  4. [8-K] Brilliant Earth Group, Inc. Reports Material Event

Brilliant Earth shareholders back board and 2026 auditor

Brilliant Earth Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Brilliant Earth Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. Stockholders elected three Class II directors — Eric Grossberg, Attica A. Jaques, and Gavin M. Turner — to serve until the 2029 annual meeting, with each nominee receiving over 528 million votes in favor and relatively few votes withheld.

Stockholders also ratified the appointment of BDO USA, PC as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with more than 536 million votes cast in favor. Class A and Class B common stock carried one vote per share and Class C common stock carried ten votes per share, and all classes voted together as a single class on each proposal.

Positive

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Negative

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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.
Votes for Eric Grossberg 528,614,937 votes Election of Class II director at 2026 annual meeting
Votes for Attica A. Jaques 528,734,945 votes Election of Class II director at 2026 annual meeting
Votes for Gavin M. Turner 529,774,755 votes Election of Class II director at 2026 annual meeting
Broker non-votes on director elections 6,339,830 votes Each Class II director proposal
Votes for auditor ratification 536,108,294 votes Ratification of BDO USA, PC for 2026
Votes against auditor ratification 111,934 votes Ratification of BDO USA, PC for 2026
Abstentions on auditor ratification 1,892 votes Ratification of BDO USA, PC for 2026
Emerging growth company regulatory
"Emerging growth company o Item 5.07. Submission of Matters to a Vote"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent registered public accounting firm financial
"Ratified the appointment BDO USA, PC as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes regulatory
"Nominee | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Class C common stock financial
"each share of Class C common stock entitles its holders to ten votes per share"
A class C common stock is a type of company share that usually represents ownership but often carries limited or no voting power compared with other share classes. For investors, that matters because it can affect influence over company decisions and sometimes the stock’s price or dividend priority — think of it as owning a ticket to the same event but in a section with less say in how the event is run.
Annual Meeting of Stockholders regulatory
"The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Brilliant Earth Group, Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Brilliant Earth Group (BRLT) stockholders approve at the 2026 annual meeting?
Stockholders elected three Class II directors and ratified BDO USA, PC as independent auditor for 2026. All proposals described in the April 27, 2026 proxy statement received strong support based on the reported vote totals.

Who was elected as a Class II director of Brilliant Earth Group (BRLT) in 2026?
Eric Grossberg, Attica A. Jaques, and Gavin M. Turner were elected as Class II directors. Each will serve until the 2029 annual meeting and until a successor is duly elected and qualified or earlier death, resignation, or removal.

How many votes supported Brilliant Earth Group’s (BRLT) auditor ratification in 2026?
The auditor ratification received 536,108,294 votes for, 111,934 votes against, and 1,892 abstentions. There were no broker non-votes on this proposal, indicating broad participation in the ratification decision.

How do voting rights work for Brilliant Earth Group (BRLT) common stock classes?
Each share of Class A and Class B common stock provides one vote on stockholder matters, while each share of Class C common stock provides ten votes. Holders of all common stock classes voted together as a single class at the 2026 annual meeting.

Did all Brilliant Earth Group (BRLT) director nominees receive strong support in 2026 voting?
Yes. Eric Grossberg received 528,614,937 votes for, Attica A. Jaques received 528,734,945 votes for, and Gavin M. Turner received 529,774,755 votes for. Each nominee had relatively low withheld votes and 6,339,830 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001866757FALSE00018667572026-06-172026-06-17


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 17, 2026
Brilliant Earth Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
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 classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.0001 par value per shareBRLTThe 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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Brilliant Earth Group, Inc. (the “Company”) was held on June 17, 2026.

At the Annual Meeting, the Company’s stockholders:

(a) Elected the three Class II director nominees, each director to hold office until the 2029 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, 2026.

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 27, 2026.

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 II Directors.
NomineeVotes ForVotes WithheldBroker Non-Votes
Eric Grossberg
528,614,9371,267,3536,339,830
Attica A. Jaques528,734,9451,147,3456,339,830
Gavin M. Turner529,774,755107,5356,339,830

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
Votes For
Votes AgainstAbstained
Broker Non-Votes
536,108,294111,9341,8920

Based on the foregoing votes, the three 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 18, 2026
  By: /s/ Jeffrey Kuo
   Jeffrey Kuo
   Chief Financial Officer



Source: View Original Filing on SEC EDGAR

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