Waldencast shareholders back directors and buybacks

Waldencast plc reported the results of its August 4, 2026 annual general meeting, where shareholders representing 93,755,873 ordinary shares, or 72.90% of outstanding shares as of June 26, 2026, were present in person or by proxy.

Accepted by SEC EDGAR 08/05/2026 - 04:10 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Waldencast plc reported the results of its August 4, 2026 annual general meeting, where shareholders representing 93,755,873 ordinary shares, or 72.90% of outstanding shares as of June 26, 2026, were present in person or by proxy. Three Class I directors – Kelly Brookie, Roberto Thompson and Aaron Chatterley – were reappointed to serve until the general meeting to be held in 2029. Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm until the conclusion of the next annual general meeting, with remuneration to be set by the Audit and Governance Committee.

Shareholders further authorized the company to repurchase its own Class A and Class B ordinary shares for a period of five years, both under contracts approved in advance by the board and through purchases on a securities exchange. Any repurchased shares may be held as treasury shares at the directors’ discretion. The repurchase authorities and all resolutions received strong majority support across the votes cast.

Key Figures

Shares represented at AGM: 93,755,873 ordinary shares Participation as % of outstanding: 72.90% of outstanding ordinary shares Votes for Kelly Brookie: 89,730,056 votes +4 more

7 metrics

Shares represented at AGM 93,755,873 ordinary shares Shares present in person or by proxy at the August 4, 2026 annual general meeting

Participation as % of outstanding 72.90% of outstanding ordinary shares Quorum based on shares outstanding as of the June 26, 2026 record date

Votes for Kelly Brookie 89,730,056 votes For votes on reappointment as Class I director at the 2026 annual general meeting

Votes for Deloitte & Touche LLP 90,301,398 votes For votes ratifying auditor appointment until the conclusion of the next annual general meeting

Votes for share repurchase (contract authority) 88,836,493 votes For votes on Resolution 5 authorizing 5-year repurchases under contracts approved in advance

Votes for share repurchase (exchange authority) 88,836,593 votes For votes on Resolution 6 authorizing 5-year repurchases on a securities exchange

Repurchase authorization period 5 years Duration of authorities to repurchase Class A and Class B ordinary shares and hold as treasury shares

Key Terms

Class I Directors, independent registered public accounting firm, treasury shares, Proxy Statement, +1 more

5 terms

Class I Directors regulatory

"Class I Directors were re-appointed to serve until the general meeting to be held in 2029"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

independent registered public accounting firm regulatory

"Deloitte & Touche LLP as the Company’s independent registered public accounting firm until the conclusion of the next annual general meeting"

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.

treasury shares financial

"any shares that are purchased may be held as treasury shares should the directors of the Company so decide"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

Proxy Statement regulatory

"three (3) of the Company’s directors specifically named in the Proxy Statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Audit and Governance Committee regulatory

"until otherwise decided by the Company’s Audit and Governance Committee, and the Audit Committee will determine the remuneration"

FAQ

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

What did Waldencast (WALD) shareholders approve at the August 4, 2026 annual general meeting?

Waldencast shareholders reappointed three Class I directors to serve until 2029, ratified Deloitte & Touche LLP as independent auditor through the next annual meeting, and approved 5-year authorizations for repurchasing Class A and Class B ordinary shares, including the ability to hold repurchased shares as treasury shares.

How many Waldencast (WALD) shares were represented at the 2026 annual meeting and what percentage of outstanding stock was this?

A total of 93,755,873 ordinary shares were represented at Waldencast’s 2026 annual meeting, equal to 72.90% of the outstanding ordinary shares as of the June 26, 2026 record date, indicating strong shareholder participation in the governance decisions put to a vote.

Which Waldencast (WALD) directors were reappointed and what is the length of their new terms?

Shareholders reappointed Kelly Brookie, Roberto Thompson and Aaron Chatterley as Class I directors. Each was reappointed to serve until the general meeting to be held in 2029, continuing their roles on the board for a multi-year term subject to that future meeting.

What auditor did Waldencast (WALD) shareholders ratify and how long will the appointment last?

Shareholders ratified Deloitte & Touche LLP as Waldencast’s independent registered public accounting firm. The appointment runs until the conclusion of the next annual general meeting, or until otherwise decided by the Audit and Governance Committee, which is responsible for determining the auditor’s remuneration.

What share repurchase authorities did Waldencast (WALD) receive at the 2026 annual general meeting?

Shareholders authorized Waldencast for 5 years to repurchase its Class A and Class B ordinary shares under board-approved contracts and to make one or more purchases on a securities exchange. Any repurchased shares may be held as treasury shares at the directors’ discretion, providing capital management flexibility.

How strong was support for Waldencast (WALD) director reappointments at the 2026 meeting?

Support was high: Kelly Brookie received 89,730,056 votes for, Roberto Thompson 89,051,803 votes for and Aaron Chatterley 88,233,631 votes for, with relatively few votes against or abstentions, indicating broad backing from shareholders for the current board composition.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of: August 2026

Commission File Number: 001-40207

Waldencast plc

(Translation of Registrant’s name into English)

81 Fulham Road

London, SW3 6RD

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Information in this Report

The information in this report on Form 6-K (“Report”) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Annual Meeting of Shareholders Results

On August 4, 2026, the Company held its annual general meeting of shareholders (the “Annual General Meeting”). The proposals submitted to a shareholder vote at the Annual General Meeting are described in detail in the Notice for the Annual General Meeting sent to the Company's shareholders (the "Notice") and made available on the Company’s website at https://ir.waldencast.com/news-events/annual-meeting. Shareholders present in person or by proxy represented 93,755,873 ordinary shares of the Company (or 72.90% of the outstanding ordinary shares of the Company as of 26 June 2026, the record date for the Annual General Meeting).

At the Annual General Meeting, shareholders re-appointed three (3) of the Company’s directors specifically named in the Proxy Statement. Class I Directors were re-appointed to serve until the general meeting to be held in 2029.

The financial year audited accounts and auditor’s report in respect of the year ended 31 December 2025 were laid before the Annual General Meeting. In connection to that, shareholders ratified at the Annual General Meeting the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm until the conclusion of the next annual general meeting, or until otherwise decided by the Company’s Audit and Governance Committee (“Audit Committee”), and the Audit Committee will determine the remuneration of the auditors.

The shareholders also approved the Company’s repurchase of its own shares, both on-market and off-market, for a five-year period.

The detailed voting results for each proposal are set forth below.

Resolutions 1-3 – Re-appointment of directors: The Company’s shareholders approved the re-appointment of three (3) of the Company’s directors specifically named in the Proxy Statement. The Class I Directors were re-appointed to serve until the general meeting to be held in 2029. The final voting results with respect to the re-election of directors were as follows:

Nominee			For			Against			Abstain
Kelly Brookie			89,730,056			4,025,810			7
Roberto Thompson			89,051,803			4,704,066			4
Aaron Chatterley			88,233,631			5,522,237			5

Resolution 4 - Re-appointment of auditor and its remuneration: The Company’s shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm until the conclusion of the next annual general meeting, or until otherwise decided by the Company’s Audit and Governance Committee, as follows:

For			Against			Abstain
90,301,398			3,454,470			5

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Resolution 5 - Repurchase of Shares: the Company’s shareholders authorized, in the terms detailed in the Notice, the Company to make purchases of its class a ordinary shares and class b ordinary shares under any contract approved in advance of any purchase by the directors of the Company for a period of 5 years, and any shares that are purchased may be held as treasury shares should the directors of the Company so decide, as follows:

For			Against			Abstain
88,836,493			4,919,374			6

Resolution 6 - Repurchase of Shares: the Company’s shareholders authorized, in the terms detailed in the Notice, the Company to make one or more purchases of its class a ordinary shares on a securities exchange for a period of 5 years, and any shares that are purchased may be held as treasury shares should the directors of the Company so decide, as follows:

For			Against			Abstain
88,836,593			4,919,274			6

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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, thereunto duly authorized.

						Waldencast plc
						(Registrant)
Date: August 5, 2026			By:			/s/ Felipe Dutra
						Name:			Felipe Dutra
						Title:			Chief Executive Officer and Principal Financial Officer

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