OneSpaWorld (OSW) shareholders elect full board and pass all 2026 proposals

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OneSpaWorld Holdings Limited held its 2026 Annual Meeting of Shareholders, where common shareholders were entitled to one vote per share. A total of 97,830,487 common shares were voted, representing approximately 96% of the 101,514,846 shares outstanding and entitled to vote as of April 8, 2026, the record date. All nominated directors were elected, and shareholders approved all other proposals presented at the meeting, each of which had been recommended by the Board of Directors.

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.

Key Figures

Shares outstanding entitled to vote: 101,514,846 shares Shares voted at meeting: 97,830,487 shares Participation rate: approximately 96% +4 more

7 metrics

Shares outstanding entitled to vote 101,514,846 shares As of April 8, 2026 record date

Shares voted at meeting 97,830,487 shares Total common shares voted at 2026 Annual Meeting

Participation rate approximately 96% Voted shares vs. shares outstanding and entitled to vote

Votes for Adam Hasiba 91,302,823 votes Director election, votes “For”

Votes for Andrew R. Heyer 41,524,159 votes Director election, votes “For”

Proposal vote example 88,518,672 for / 4,679,736 against One of the non-director proposals, with 851,217 abstain and 3,780,862 broker non-votes

Another proposal approval 97,197,301 for / 622,401 against Proposal with 10,785 abstain and no broker non-votes

Key Terms

Annual Meeting of Shareholders, record date, broker non-votes, par value, +1 more

5 terms

Annual Meeting of Shareholders financial

"On June 3, 2026, OneSpaWorld Holdings Limited ... held its 2026 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.

record date financial

"shares that were outstanding and entitled to vote as of April 8, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-votes financial

"Directors | For | Withheld | Broker non-votes Maryam Banikarim | 76,395,911 | 17,653,714 | 3,780,862"

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.

par value financial

"Common Shares, par value (U.S.) $0.0001 per share | | OSW | | The Nasdaq Capital Market"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Nasdaq Capital Market financial

"Common Shares, par value (U.S.) $0.0001 per share | | OSW | | The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/04/2026 - 04:05 PM

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 3, 2026

OneSpaWorld Holdings Limited

(Exact name of registrant as specified in its charter)



Commonwealth of The Bahamas	001-38843	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Harry B. Sands, Lobosky Management Co. Ltd. Office Number 2 Pineapple Business Park Airport Industrial Park P.O. Box N-624 Nassau, Island of New Providence, Commonwealth of The Bahamas (Address of principal executive offices)

Tel: (242) 322-2670

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐		Written communication 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-commencements 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

     Common Shares, par value (U.S.)
$0.0001 per share

     OSW

     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 June 3, 2026, OneSpaWorld Holdings Limited (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). On all matters which came before the Annual Meeting, holders of the Company’s common shares were entitled to one vote for each share held. The total number of the Company’s common shares voted in connection with the Annual Meeting was 97,830,487, representing approximately 96% of the 101,514,846 shares that were outstanding and entitled to vote as of April 8, 2026, the record date for the Annual Meeting.

All of the Company’s director nominees were elected, and shareholders approved all other proposals that were submitted at the Annual Meeting, as recommended by the Board of Directors. Voting results for each matter submitted to a vote at the Annual meeting are provided below:


Proposal 1.	Election of Directors:


Directors	For	Withheld	Broker non-votes
Maryam Banikarim	76,395,911	17,653,714	3,780,862
Leonard Fluxman	88,895,160	5,154,465	3,780,862
Glenn J. Fusfield	85,382,478	8,667,147	3,780,862
Adam Hasiba	91,302,823	2,746,802	3,780,862
Andrew R. Heyer	41,524,159	52,525,466	3,780,862
Lisa Myers	80,357,015	13,692,610	3,780,862
Stephen W. Powell	90,857,023	3,192,602	3,780,862


Proposal 2.	The approval, by an advisory vote, of the compensation of the Company’s named executive officers:


For	Against	Abstain	Broker non-votes
88,518,672	4,679,736	851,217	3,780,862


Proposal 3.	Approval of OneSpaWorld Holdings Limited Amended and Restated 2019 Equity Incentive Plan:


For	Against	Abstain	Broker non-votes
90,153,442	3,881,792	14,391	3,780,862


Proposal 4.	Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2026:


For	Against	Abstain	Broker non-votes
97,197,301	622,401	10,785	0

SIGNATURE

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.


	OneSpaWorld Holdings Limited

Date: June 4, 2026	By:	/s/ Stephen B. Lazarus
		Stephen B. Lazarus
		President, Chief Financial Officer and Chief Operating Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did OneSpaWorld (OSW) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on the election of all nominated directors and several board-recommended proposals. Every director nominee was elected, and all other proposals presented at the Annual Meeting were approved according to the disclosed voting results.

How many OneSpaWorld (OSW) shares were outstanding and entitled to vote?

OneSpaWorld reported 101,514,846 common shares outstanding and entitled to vote as of April 8, 2026. This record date share count was used to determine which shareholders could participate in the 2026 Annual Meeting.

What level of shareholder participation did OneSpaWorld (OSW) report?

Shareholders voted 97,830,487 common shares at the Annual Meeting, representing approximately 96% of the 101,514,846 shares outstanding and entitled to vote. This indicates very high participation by eligible shareholders in the company’s 2026 Annual Meeting.

Were all director nominees elected at OneSpaWorld’s (OSW) 2026 Annual Meeting?

Yes, all of OneSpaWorld’s director nominees were elected. Each nominee received more votes “For” than “Withheld,” and broker non-votes were reported separately for context in the detailed voting results table.

How did OneSpaWorld (OSW) director Maryam Banikarim’s vote totals compare to others?

Director nominee Maryam Banikarim received 76,395,911 votes “For,” 17,653,714 votes “Withheld,” and 3,780,862 broker non-votes. Other nominees received different combinations of “For” and “Withheld” votes, but all were ultimately elected to the board.

Who signed the OneSpaWorld (OSW) report detailing the 2026 Annual Meeting results?

The report was signed by Stephen B. Lazarus, who is identified as President, Chief Financial Officer and Chief Operating Officer of OneSpaWorld Holdings Limited. His signature appears on behalf of the registrant under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

1 document