Item 5.07 Submission of Matters to a Vote of Security Holders

On August 27, 2020, e.l.f. Beauty, Inc. (the "Company") held its 2020 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 17, 2020 (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 three nominees for Class I director was elected to serve as a Class I director until the Company's 2023 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: Name

                          For    Withheld     Broker Non-Votes
Kirk Perry             35,165,081   8,101,563            2,274,901
Sabrina Simmons        36,152,062   7,114,582            2,274,901
Maureen Watson         35,669,138   7,597,506            2,274,901

2.Advisory Vote on Executive Compensation. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results were as follows:


           For      Against     Abstain     Broker Non-Votes
    27,496,518   14,467,869   1,302,257            2,274,901

3.Advisory Indication of the Frequency of the Advisory Vote on Executive Compensation. The Company's stockholders indicated, on an advisory basis, that one year is the preferred frequency of the advisory vote on the compensation of the Company's named executive officers. The voting results were as follows:


      1 Year     2 Years     3 Years     Abstain     Broker Non-Votes
  42,403,251      10,189     832,194      21,010            2,274,901

In light of the voting results on this proposal, and consistent with the recommendation of the Company's Board of Directors (the "Board") to the stockholders regarding this proposal included in the Proxy Statement, the Company decided that it will hold an advisory vote on the compensation of the Company's named executive officers on an annual basis until the Board decides to hold the next advisory vote on the preferred frequency of the advisory vote on the compensation of the Company's named executive officers.

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, 2021. The voting results were as follows:


           For     Against     Abstain     Broker Non-Votes
    45,529,858       3,660       8,027                    0

Item 9.01 Financial Statements and Exhibits.




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

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