Item 2.02. Results of Operations and Financial Condition.
The information provided below in "Item 7.01 - Regulation FD Disclosure" of this
Current Report on Form 8-K ("Current Report") is incorporated by reference into
this Item 2.02.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2021, by mutual agreement, the Board of Directors (the "Board")
of The Beauty Health Company (the "Company") and Clint Carnell, the Company's
Chief Executive Officer and member of the Board, determined that Mr. Carnell
would transition out of his roles as Chief Executive Officer and as a member of
the Board, in each case, effective December 31, 2021. These actions were not
related to any matter regarding the Company's financial condition, reported
financial results, internal controls or disclosure controls and procedures.
The Board will appoint Brenton L. Saunders, currently Executive Chairman of the
Board, to serve as the Company's Chief Executive Officer, effective January 1,
2022, until a permanent successor is identified. The Board and Mr. Saunders
expect to agree on terms of his compensation as Chief Executive Officer prior to
the effective date of his appointment.
Mr. Saunders, age 51, has over 25 years of experience in various aspects of
healthcare and has been in leadership roles at several prominent global
pharmaceutical and healthcare companies. Until May 2020, when it was acquired by
AbbVie Inc. (NYSE: ABBV) in a transaction valued at approximately $84 billion,
Mr. Saunders served as Chairman, President and Chief Executive Officer of
Allergan plc ("Allergan"). His role as President and Chief Executive Officer of
Allergan began in July 2014 and his added role of Chairman began in October
2016. Mr. Saunders first role as an executive officer in the pharmaceuticals and
healthcare sectors began in 2003, as a member of the executive management team
at Schering-Plough Corporation ("Schering-Plough"), where he held several key
roles, including President of the company's Global Consumer Health Care
division. While at Schering-Plough, Mr. Saunders led the integrations of the
company's $14 billion acquisition of Organon Biosciences N.V. in 2007 as well as
the merger between Schering-Plough and Merck & Co., Inc. (NYSE: MRK) in 2009.
From March 2010 until August 2013, Mr. Saunders served as Chief Executive
Officer of Bausch + Lomb Incorporated (NYSE: BHC), a leading global eye health
company, until its acquisition by Valeant Pharmaceuticals, Inc. in 2013. He then
became the Chief Executive Officer of Forest Laboratories Inc., a role he held
until the company's merger with Actavis plc ("Actavis") in 2014. Following the
merger with Actavis, Mr. Saunders was named Chief Executive Officer of the
combined business. In 2015, he led Actavis' acquisition of Allergan, renaming
the post-combination company Allergan plc. Before joining Schering-Plough in
2003, Mr. Saunders was a Partner and Head of Compliance Business Advisory at
PricewaterhouseCoopers LLP. Prior to that, he was Chief Risk Officer at Coventry
Health Care, Inc. and Senior Vice President, Compliance, Legal and Regulatory at
Home Care Corporation of America. Mr. Saunders began his career as Chief
Compliance Officer for the Thomas Jefferson University Health System.
Mr. Saunders currently serves as a director of Cisco Systems, Inc., a global
telecommunications company and BridgeBio Pharma Inc., a bio pharmaceutical
company. He is also a member of The Business Council.
Item 7.01. Regulation FD Disclosure.
On November 9, 2021, the Company issued a press release (the "Earnings Press
Release") regarding the Company's financial results for its fiscal quarter ended
September 30, 2021. A copy of the Earnings Press Release is furnished as Exhibit
99.1 hereto and incorporated herein by reference.
The Earnings Press Release includes non-GAAP financial measures as defined in
Regulation G of the Sarbanes-Oxley Act of 2002. The Earnings Press Release also
includes a presentation of the most directly comparable financial measures
calculated and presented in accordance with accounting principles generally
accepted in the United States ("GAAP"), information reconciling the non-GAAP
financial measures to the GAAP financial measures, and a discussion of the
reasons why the Company's management believes that presentation of the non-GAAP
financial measures provides useful information to investors regarding the
Company's financial condition and results of operations. The non-GAAP financial
measures presented therein should be considered in addition to, and not as a
substitute for, or superior to, financial measures calculated and presented in
accordance with GAAP.
On November 9, 2021, the Company also issued a press release announcing the
events described in Item 5.02 of this Current Report (the "5.02 Press Release").
A copy of the 5.02 Press Release is furnished as Exhibit 99.2 hereto and
incorporated herein by reference.
Exhibit 99.1 and Exhibit 99.2 contain forward-looking statements. These
forward-looking statements are not guarantees of future performance and involve
risks, uncertainties, and assumptions that are difficult to predict.
Forward-looking
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statements are based upon assumptions as to future events that may not prove to
be accurate. Actual outcomes and results may differ materially from what is
expressed in these forward-looking statements.
The information set forth under Item 7.01 of this Current Report, including
Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and 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 such section. The information in Item 7.01 of this Current Report, including
Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation by reference language in any such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Earnings press release, dated November 9, 2021
99.2 Press release, dated November 9, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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