[8-K] Olaplex Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

On 22 July 2025 Spok Holdings (NASDAQ:SPOK) filed an Item 5.07 Form 8-K reporting the voting results of its 2025 Annual Meeting. Of 20.58 million shares entitled to vote, 16.16 million (≈78.5%) were represented by proxy.

• Director elections: All six nominees—Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley and Todd Stein—were re-elected with 96.6-98.0% of votes cast.
• Auditor ratification: Grant Thornton LLP was confirmed as independent registered public accounting firm for FY-2025 with 97.7% support (15,718,526 for vs. 380,180 against).
• Say-on-Pay: The advisory resolution on named executive officer compensation passed with 95.3% support (12,111,357 for vs. 476,088 against).

No other business was conducted, and there were no broker non-votes on the auditor item. These routine governance outcomes do not alter the company’s operational or financial outlook.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM items passed; strong support signals shareholder confidence but no material impact.

All directors secured re-election with near-unanimous backing, indicating continued confidence in current oversight. The 97.7% approval for Grant Thornton reduces audit-related uncertainty, while the 95.3% Say-on-Pay result suggests investors are generally satisfied with incentive alignment. Turnout of ~79% is typical for small-cap issuers. Because no board composition, capital structure, or strategic resolutions changed, the filing is governance-neutral and unlikely to affect valuation or liquidity. Overall impact: neutral.

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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): July 20, 2025

Olaplex Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40860

87-1242679

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

432 Park Avenue South, Third Floor, New York, NY 10016

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 691-0776

Not applicable

(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 class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

OLPX

Nasdaq Global Select 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2025, the Board of Directors (the "Board") of Olaplex Holdings, Inc. (the "Company") elected Jerome Griffith to serve as a Class I director of the Board, effective as of such date, with a term expiring at the Company's 2028 Annual Meeting of Stockholders.

Mr. Griffith age 67, has extensive executive leadership experience in the retail and consumer goods industries. He most recently served as Chief Executive Officer, President, and a member of the Board of Directors of Brown Jordan Inc. from June 2023 until March 2025. Prior to that, he was Chief Executive Officer of Lands’ End, Inc. from March 2017 to January 2023 and served as Executive Vice Chairman of its Board of Directors from March 2017 to May 2023. From 2009 to 2016, Mr. Griffith was Chief Executive Officer, President and a member of the Board of Directors of Tumi Holdings, Inc. Earlier in his career, he held several leadership roles at Esprit Holdings Limited, including Chief Operating Officer and board member beginning in 2003, and President of Esprit North and South America starting in 2006. From 1999 to 2002, he served as Executive Vice President at Tommy Hilfiger, and from 1998 to 1999, he was President of Retail at The J. Peterman Company. Mr. Griffith began his career at Gap Inc., where he held various positions from 1989 to 1998. Mr. Griffith currently serves on the Boards of Directors of Samsonite International S.A., Vince Holding Corp., and Brown Jordan Inc. In addition, he is a member of the Board of Visitors for the Smeal College of Business at The Pennsylvania State University. Mr. Griffith holds a Bachelor of Science in Marketing from The Pennsylvania State University.

In accordance with the Company’s current Non-Employee Director Compensation Policy (the “Policy”), Mr. Griffith will receive an annual cash retainer of $100,000 for service on the Board, payable quarterly, in arrears, and pro-rated for partial years of service. In addition, consistent with the Policy, Mr. Griffith will receive an annual grant of restricted stock units (“RSUs”) of the Company with an aggregate value of approximately $150,000 on the date of the first Board meeting following each annual meeting of the Company’s stockholders. The RSUs will vest on the date of the following year's annual meeting of the Company's stockholders, subject to Mr. Griffith’s continued service on the Board through such date.

Mr. Griffith will enter into an indemnification agreement with the Company in substantially similar form as Exhibit 10.2 to the Company's Annual Report on Form 10-K filed with the SEC on March 4, 2025.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: July 22, 2025			Olaplex Holdings, Inc.
			By:			/s/ Amanda Baldwin
			Name:			Amanda Baldwin
			Title:			Chief Executive Officer

FAQ

How many Spok Holdings shares were represented at the 2025 Annual Meeting?

A total of 16,155,235 shares, or roughly 78.5% of shares outstanding, were represented by proxy.

Did Spok Holdings shareholders approve the 2025 Say-on-Pay proposal?

Yes. 95.3% of votes cast supported the advisory executive compensation resolution.

Was Grant Thornton LLP ratified as Spok Holdings' auditor for 2025?

Yes. Shareholders ratified Grant Thornton with 15,718,526 votes for and 380,180 against.

Which directors were re-elected to Spok Holdings' board in 2025?

Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley, and Todd Stein each won re-election.

Does the 8-K disclose any new strategic actions or financial results for SPOK?

No. The filing only reports routine annual meeting voting outcomes; it contains no operational or financial updates.