---
schema_version: "secwatch.filing_event.v1"
accession: "0001530979-23-000017"
form_type: "8-K"
ticker: "HNST"
cik: "0001530979"
company_name: "Honest Company, Inc."
filed_at: "2023-01-30T23:59:59+00:00"
generated_at: "2026-06-20T06:36:11.751200+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# Honest appoints CEO Carla Vernón to board; board expands to 10; bylaws updated

## Summary
- Board increased from 9 to 10 members; appointed CEO Carla Vernón as Class I director effective Jan 25, 2023.
- As CEO, Vernón is not independent; she will not serve on board committees or receive extra director compensation.
- Bylaws amended to adopt universal proxy rules, enhance advance notice disclosure, and limit nominee submissions.
- Amendments also revise stockholder meeting adjournment procedures and eliminate stockholder list examination requirement per DGCL.

## SEC filing metadata
- accession: 0001530979-23-000017
- form_type: 8-K
- ticker: HNST
- cik: 0001530979
- company_name: Honest Company, Inc.
- filed_at: 2023-01-30T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1530979/000153097923000017/0001530979-23-000017-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1530979/000153097923000017/hnst-20230125.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001530979-23-000017
- JSON: https://secwatch.observer/filing/0001530979-23-000017.json
- Plain text: https://secwatch.observer/filing/0001530979-23-000017.txt

## Key facts
- Executive change
  Carla Vernón was appointed as Director at Honest Company, Inc..
  - Action: appointed
  - Role: Director
  source text: On January 25, 2023, the Board of Directors (the “Board”) of The Honest Company, Inc. (the “Company”) increased the size of the Board from nine to ten members and appointed Carla Vernón as a member of the Board, to serve as a Class I director, until the Company’s 2025 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1530979/000153097923000017/0001530979-23-000017-index.htm
- Governance Changes
  Honest Company, Inc.: Amended bylaws to adopt universal proxy rules, enhance advance notice disclosure requirements, limit nominee submissions, and update adjournment procedures and stockholder list requirements (effective 2023-01-25).
  - Change: bylaw amendment
  - Effective: 2023-01-25
  source text: On January 25, 2023, the Board approved and adopted an amendment to the Company’s bylaws (as so amended, the “Bylaws”). The amendments include the following principal changes: Advance Notice – Universal Proxy. The amendments address the universal proxy rules adopted by the U.S. Securities and Exchange Commission by requiring that any stockholder soliciting proxies in support of a nominee other than the Board’s nominees must comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for the exclusive use by the Board. Advance Notice – Informational and Disclosure Requirements. The amendments revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder proposing business or nominating directors t
  evidence_url: https://www.sec.gov/Archives/edgar/data/1530979/000153097923000017/0001530979-23-000017-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.