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  4. [8-K] ESTABLISHMENT LABS HOLDINGS INC. Reports Material Event

Shareholders back board, pay and auditor at Establishment Labs (ESTA)

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

Rhea-AI Filing Summary

Establishment Labs Holdings Inc. held its Annual Meeting of Shareholders on May 22, 2026. Shareholders elected six directors to serve until the 2027 annual meeting, including Filippo “Peter” Caldini, who received 20,009,113 votes for and 21,173 against, and Edward Schutter, who received 20,001,165 votes for and 29,105 against.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers with 19,999,556 votes for and 30,543 against, with 3,063,262 broker non-votes. In addition, they ratified the appointment of CBIZ, CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 22,686,230 votes for and 405,748 against.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Votes for Caldini 20,009,113 votes Director election of Filippo "Peter" Caldini
Votes for Schutter 20,001,165 votes Director election of Edward Schutter
Say-on-pay support 19,999,556 votes for Advisory approval of executive compensation
Say-on-pay broker non-votes 3,063,262 shares Broker non-votes on executive compensation proposal
Auditor ratification votes for 22,686,230 votes Ratification of CBIZ, CPAs P.C. for fiscal 2026
Auditor ratification votes against 405,748 votes Opposition to CBIZ, CPAs P.C. ratification
broker non-votes financial
"Abstain | Broker Non-votes Filippo "Peter" Caldini ... 3,063,262"
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.
emerging growth company regulatory
"Emerging growth company Item 5.07 Submission of Matters"
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.
advisory basis financial
"The approval, on an advisory basis, of the compensation"
independent registered public accounting firm regulatory
"Ratification of the Appointment of 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.
Annual Meeting of Shareholders financial
"the Company held the Annual Meeting of Shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
0001688757false00016887572026-05-222026-05-22

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
May 22, 2026
Date of Report (date of earliest event reported)
Establishment Labs Holdings Inc.
(Exact name of registrant as specified in its charter)
British Virgin Islands001-38593
98-1436377
(State or other jurisdiction of
incorporation or organization)		(Commission File No.)
(I.R.S. Employer
Identification Number)
11401 Century Oaks Terrace
Suite 400
Austin, Texas 78758
(Address of principal executive offices) (Zip Code)
+1 800 924-5072
(Registrant’s telephone number, including area code)
N/A
(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 classTrading symbolName of each exchange on which registered
Common Shares, No Par ValueESTA
The Nasdaq Capital 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. ☐


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

On May 22, 2026, the Company held the Annual Meeting of Shareholders. The Company's shareholders voted on three proposals at the Annual Meeting of Shareholders and the voting results for each of these proposals are set forth below.

Proposal 1 - Election of Directors. The following nominees were elected as directors to serve until the Company's 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified:
NomineeVotes ForVotes AgainstAbstainBroker Non-votes
Filippo "Peter" Caldini
20,009,11321,1736,8913,063,262
Ann Custin
19,788,81339,815208,5493,063,262
Leslie Gillin
18,323,3901,706,8386,9493,063,262
Nicholas Lewin17,288,9052,741,3656,9073,063,262
Edward Schutter20,001,16529,1056,9073,063,262
Bryan Slotkin17,495,0422,535,1786,9573,063,262

Proposal 2 - The approval, on an advisory basis, of the compensation of the named executive officers. The compensation of the Company's named executive officers was approved, on an advisory basis.

Votes ForVotes AgainstAbstainBroker Non-votes
7078
19,999,55630,5437,0783,063,262

Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of CBIZ, CPAs P.C. as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 was ratified.

Votes ForVotes AgainstAbstain
22,686,230405,7488,461

Item 9.01 Financial Statements and Exhibits.
(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, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
ESTABLISHMENT LABS HOLDINGS INC.
Dated:
May 22, 2026
By:
/s/ Cassandra "Sandra" Harris
Name:
Cassandra "Sandra" Harris
Title:
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Establishment Labs (ESTA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing six directors, approving on an advisory basis executive compensation, and ratifying CBIZ, CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Were all director nominees elected at Establishment Labs (ESTA) 2026 annual meeting?

Yes. All six nominees were elected. For example, Filippo “Peter” Caldini received 20,009,113 votes for and 21,173 against, while Nicholas Lewin received 17,288,905 votes for and 2,741,365 against, each with additional abstentions and broker non-votes recorded.

How did Establishment Labs (ESTA) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of the named executive officers on an advisory basis. The resolution received 19,999,556 votes for, 30,543 votes against, 7,078 abstentions, and 3,063,262 broker non-votes as reported in the meeting results.

Which audit firm did Establishment Labs (ESTA) shareholders ratify for 2026?

Shareholders ratified CBIZ, CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 22,686,230 votes for, 405,748 votes against, and 8,461 abstentions reported in the voting results.

What were broker non-votes at Establishment Labs (ESTA) 2026 meeting?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions. For the director elections and the advisory pay vote, 3,063,262 broker non-votes were reported, meaning those shares were not counted as for or against those proposals.

Filing Exhibits & Attachments

4 documents

Other Documents