SkinHealth Systems Inc. Class A Common Stock EGM 2026
Review the key takeaways and the transcript of this earnings call.
Transcript
Preview the first fifteen paragraphs, organized by speaker.
Good morning, ladies and gentlemen. Will this meeting please come to order? I am Pedro Malha, and I will act as chairman of this meeting in accordance with the company's second amendment and restated bylaws. It is my pleasure to welcome you to the company's 2026 Special Meeting of Stockholders, which we are holding virtually. Before we begin this meeting, I would like to introduce you to some of the key individuals that are present at this meeting. For management, we have myself, Michael Monahan, the company's Chief Financial and Operating Officer, and Paul Bokota, the company's General Counsel, who will act as secretary for today's meeting. In addition, we have Beth Vander Beck from Broadridge, who is serving as an Inspector of Election for today's meeting. We have also members from our board of directors present today as well.
You are entitled to vote if you were a stockholder on record or a proxy holder of such stockholder on the company's Class A common stock as of the close of business on August 3, 2026, which was the record date of this meeting, and voting shall be conducted in accordance with the company's bylaws. I have been advised and declare that proper notice of this special meeting has been provided to the stockholders of record and that a quorum of our stockholders are present at this special meeting. As a result, this meeting is lawfully covered for the purpose of conducting the business indicated in the notice of Internet availability and corresponding proxy statement that were made available on August 12, 2026, and will be filed with the records of this meeting.
We will now turn to the business of the special meeting by presenting the proposals described in the notice of Internet availability and our proxy statement. We will then open the polls for voting after all items have been presented. The first item of business is to approve an amendment to the company's restated certificate of incorporation to combine outstanding shares of the company's Class A common stock, par value of $0.0001 per share into a lesser number of outstanding shares by a ratio of no less than one for five and no more than one for 20, with the exact ratio to be set within this range by the company's board of directors in his sole discretion.
In order for proposal number one to pass, there must be an affirmative vote of a majority of the votes cast by stockholders present or represented by proxy at the special meeting and entitled to vote on this matter. The board of directors recommends that stockholders vote for in favor of this proposal. We will now move on to the second proposal. The second item of business is to approve an adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are insufficient votes in favor of proposal number one or if there are insufficient shares present to establish a quorum.
In order for proposal number two to pass, there must be an affirmative vote of a majority of the votes cast by stockholders present or represented by proxy at the special meeting and entitled to vote on the matter. The board of directors recommends that stockholders vote for in favor of this proposal. That was the final proposal for today's meeting. The polls are now open, and we will proceed with the vote. Stockholders who have voted by mail, proxy, telephone, or electronically, do not need to vote again unless they wish to change their vote.
Your shares will be voted in accordance with the instructions given in your proxy, or if no instruction was given, for the approval of an amendment to the company's restated certificate of incorporation listed on your proxy card with respect to proposal number one and for an approval of an adjournment of the special meeting with respect to proposal number two. The management team and I are now available to answer any questions related specifically to the proposals being considered. Paul, have any questions been submitted?
No, there are no questions submitted.
Now we will pause for approximately 30 seconds before closing the voting polls. If you wish to vote, please do so now. Since everyone has an opportunity to cast his or her ballot, I hereby declare that the polls are closed with respect to each matter to be voted at this meeting. The company will report the voting results of these proposals in the current report on Form 8-K with the Securities and Exchange Commission within four business days following this meeting. As these proposals were the only business on this formal part of the special meeting, the business of the meeting is now concluded. Ladies and gentlemen, this concludes our special meeting, and I want to thank you for attending and for your interest in the affairs of SkinHealth Systems Inc. Operator, we can now conclude the call.
Thank you. The call is now concluded, and the parties will be disconnected.
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3 people spoke on this call — only 2 are shown here.
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