Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Director
On June 10, 2021, at the recommendation of the Nominating and Corporate
Governance Committee of the Board of Directors (the "Board") of The Beauty
Health Company (the "Company"), the Board increased its size from seven to eight
directors and appointed Ms. Desiree Gruber to the Board as a Class I Director,
effective as of June 11, 2021, to serve until the Company's 2022 Annual Meeting
of Stockholders and until her successor is duly elected and qualified. In
addition, the Nominating and Corporate Governance Committee of the Board
recommended and the Board determined that Ms. Gruber be appointed to the
Compensation Committee of the Board, also effective June 11, 2021.
The Nominating and Corporate Governance Committee and the Board determined that
Ms. Gruber is independent. There are no transactions between Ms. Gruber and the
Company that would be reportable under Item 404(a) of Regulation S-K. Ms.
Gruber's compensation will be consistent with the Company's previously disclosed
standard compensatory arrangements for non-employee directors, which are
described in the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission ("SEC") on May 10, 2021, under the heading "Director
Compensation." Ms. Gruber's compensation will be prorated to reflect the
commencement date of her Board service. Ms. Gruber has entered into the
Company's standard form of indemnification agreement, a form of which was filed
as Exhibit 10.13 to the Company's Current Report on Form 8-K filed with the SEC
on May 10, 2021.
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