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e.l.f. Beauty (NYSE: ELF) holders back yearly pay vote

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

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. (ELF) reported the results of its 2026 annual meeting of stockholders held on August 20, 2026. Stockholders elected four Class I directors – Matt Farrell, Kenny Mitchell, Gayle Tait and Maureen Watson – to serve until the 2029 annual meeting, with each receiving over 25.8 million votes in favor.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 31,888,346 votes for and 1,330,281 against. They also approved holding the advisory vote on executive compensation every one year, with 30,993,297 votes for the one‑year frequency. In addition, stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2027, with 43,197,780 votes for and 533,173 against.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Votes for Matt Farrell 33,189,416 Election as Class I director at 2026 annual meeting
Votes for Gayle Tait 32,611,258 Election as Class I director at 2026 annual meeting
Votes for Maureen Watson 25,805,872 Election as Class I director at 2026 annual meeting
Say-on-pay votes for 31,888,346 Advisory vote on executive compensation
Say-on-pay votes against 1,330,281 Advisory vote on executive compensation
One-year frequency votes 30,993,297 Advisory vote on frequency of say-on-pay
Auditor ratification votes for 43,197,780 Ratification of Deloitte & Touche LLP for FY ending March 31, 2027
Auditor ratification votes against 533,173 Ratification of Deloitte & Touche LLP
broker non-votes financial
"the number of broker non-votes with respect to each proposal"
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.
advisory vote on executive compensation financial
"The Company’s stockholders approved, on an advisory basis, the compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
frequency of the advisory vote on executive compensation financial
"approved, on an advisory basis, one year as the frequency of the advisory vote"
independent registered public accounting firm financial
"ratified the selection of Deloitte & Touche LLP 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.

FAQ

What did ELF stockholders decide about the election of Class I directors at the 2026 annual meeting?
Stockholders elected all four Class I director nominees—Matt Farrell, Kenny Mitchell, Gayle Tait and Maureen Watson—to serve until the 2029 annual meeting. Votes for each were 33,189,416, 32,418,660, 32,611,258 and 25,805,872, respectively, with 10,479,218 broker non-votes for each.

How did ELF stockholders vote on executive compensation at the 2026 annual meeting?
Stockholders approved, on an advisory basis, the compensation of e.l.f. Beauty’s named executive officers, with 31,888,346 votes for, 1,330,281 against, 87,578 abstentions and 10,479,218 broker non-votes.

What frequency of the say-on-pay vote did ELF stockholders choose?
On an advisory basis, stockholders approved holding the say-on-pay vote every one year. The results were 30,993,297 votes for one year, 35,907 for two years, 2,189,566 for three years, 87,435 abstentions and 10,479,218 broker non-votes.

Which independent auditor did ELF stockholders ratify for the fiscal year ending March 31, 2027?
Stockholders ratified Deloitte & Touche LLP as e.l.f. Beauty’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 43,197,780 votes for, 533,173 against and 54,470 abstentions, and no broker non-votes.

How many broker non-votes were recorded on the proposals at ELF’s 2026 annual meeting?
Broker non-votes totaled 10,479,218 for each of the director election, the advisory vote on executive compensation and the advisory vote on the frequency of that compensation vote, and 0 broker non-votes for the auditor ratification proposal.

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

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Understanding 8-K Material Events →
0001600033FALSE00016000332025-08-212025-08-21

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): August 20, 2026
e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3787346-4464131
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification Number)

601 12th Street, 14th Floor
Oakland, CA 94607
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (510) 778-7787
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 Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareELFNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07Submission of Matters to a Vote of Security Holders.

On August 20, 2026, e.l.f. Beauty, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 8, 2026 (the “Proxy Statement”). The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each proposal, the number of votes withheld with respect to each proposal (if applicable), the number of abstentions with respect to each proposal (if applicable) and the number of broker non-votes with respect to each proposal.
1.Election of Class I Directors. Each of the four nominees for Class I director was elected to serve as a Class I director until the Company’s 2029 annual meeting of stockholders, or until his or her respective successor has been elected and qualified or until his or her respective earlier death, resignation or removal. The voting results were as follows:
NameForWithheldBroker Non-Votes
Matt Farrell33,189,416116,78910,479,218
Kenny Mitchell32,418,660887,54510,479,218
Gayle Tait32,611,258694,94710,479,218
Maureen Watson25,805,8727,500,33310,479,218

2.Advisory Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The voting results were as follows:
ForAgainstAbstainBroker Non-Votes
31,888,3461,330,28187,57810,479,218

3.Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, one year as the frequency of the advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:
1 Year2 Years3 YearsAbstainBroker Non-Votes
30,993,29735,9072,189,56687,43510,479,218
4.Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending March 31, 2027. The voting results were as follows:
ForAgainstAbstainBroker Non-Votes
43,197,780533,17354,4700


Item 9.01Exhibits.

(d)    Exhibits.
Exhibit
No.		Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
e.l.f. Beauty, Inc.
Date: August 24, 2026By:/s/ Scott Milsten
Scott Milsten
Senior Vice President, General Counsel




Source: View Original Filing on SEC EDGAR

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