--- schema_version: "secwatch.filing_event.v1" accession: "0001688757-23-000067" form_type: "8-K" ticker: "ESTA" cik: "0001688757" company_name: "ESTABLISHMENT LABS HOLDINGS INC." filed_at: "2023-05-31T23:59:59+00:00" generated_at: "2026-06-14T10:37:06.736168+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Establishment Labs shareholders approve board declassification and remove supermajority votes ## Summary - Board declassification over three years: directors elected from 2024 onward serve one-year terms, complete by 2026. - Supermajority voting requirements eliminated for charter amendments and director removal; simple majority now applies. - Class II directors Dennis Condon (14,788,698 for) and Leslie Gillin (17,071,800 for) elected to serve until 2026. - Advisory say-on-pay approved (17,132,043 for, 515,786 against); ratification of Marcum LLP as auditor (19,179,436 for). - All five shareholder proposals passed, including charter amendments filed with BVI corporate registry. ## SEC filing metadata - accession: 0001688757-23-000067 - form_type: 8-K - ticker: ESTA - cik: 0001688757 - company_name: ESTABLISHMENT LABS HOLDINGS INC. - filed_at: 2023-05-31T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/0001688757-23-000067-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/esta-20230524.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001688757-23-000067 - JSON: https://secwatch.observer/filing/0001688757-23-000067.json - Plain text: https://secwatch.observer/filing/0001688757-23-000067.txt ## Key facts - Governance Changes ESTABLISHMENT LABS HOLDINGS INC.: Amended and restated the Memorandum and Articles of Association to eliminate supermajority voting requirements, replacing them with a simple majority vote. - Change: charter amendment source text: the supermajority vote requirements that applied to approving amendments evidence_url: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/0001688757-23-000067-index.htm - Governance Changes ESTABLISHMENT LABS HOLDINGS INC.: Amended and restated the Memorandum and Articles of Association to declassify the board of directors, phasing in one-year terms by 2026. - Change: charter amendment source text: shareholders approved an amendment and restatement of the Company’s Amended and Restated Memorandum of Association and Articles of Association evidence_url: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/0001688757-23-000067-index.htm - Shareholder Votes ESTABLISHMENT LABS HOLDINGS INC. shareholders approved The approval of the Amendment and Restatement of Amended and Restated Memorandum of Association and Articles of Association to Declassify the Board at the 2023-05-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-24 source text: Proposal 4 - The approval of the Amendment and Restatement of Amended and Restated Memorandum of Association and Articles of Association to Declassify the Board. The Company’s shareholders approved the Declassification Amendment to the Memorandum and Articles of Association. Votes For Votes Against Abstain Broker Non-votes 17,644,487 1,738 2,832 2,631,579 evidence_url: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/0001688757-23-000067-index.htm - Shareholder Votes ESTABLISHMENT LABS HOLDINGS INC. shareholders approved The approval of the Amendment and Restatement of Amended and Restated Memorandum of Association and Articles of Association to Eliminate Supermajority Voting Requirements at the 2023-05-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-24 source text: Proposal 5 - The approval of the Amendment and Restatement of Amended and Restated Memorandum of Association and Articles of Association to Eliminate Supermajority Voting Requirements. The Company’s shareholders approved the Supermajority Elimination Amendment to the Memorandum and Articles of Association. Votes For Votes Against Abstain Broker Non-votes 17,638,917 8,519 1,621 2,631,579 evidence_url: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/0001688757-23-000067-index.htm - Shareholder Votes ESTABLISHMENT LABS HOLDINGS INC. shareholders approved Election of Directors at the 2023-05-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-24 source text: Proposal 1 - Election of Directors . Each of the following nominees were elected as Class II directors to serve until the Company's 2026 Annual Meeting of Shareholders and until their successors are duly elected and qualified: Nominee Votes For Votes Against Abstain Broker Non-votes Dennis Condon 14,788,698 2,563,074 297,285 2,631,579 Leslie Gillin 17,071,800 574,889 2,368 2,631,579 evidence_url: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/0001688757-23-000067-index.htm - Shareholder Votes ESTABLISHMENT LABS HOLDINGS INC. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-05-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-24 source text: Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm . The appointment of Marcum LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023 was ratified. Votes For Votes Against Abstain 19,179,436 1,100,654 546 evidence_url: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/0001688757-23-000067-index.htm - Shareholder Votes ESTABLISHMENT LABS HOLDINGS INC. shareholders approved The approval, on an advisory basis, of the compensation of the named executive officers. at the 2023-05-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-24 source text: Proposal 2 - The approval, on an advisory basis, of the compensation of the named executive officers. The compensation of the Company's named executive officers was approved, on an advisory basis. Votes For Votes Against Abstain Broker Non-votes 17,132,043 515,786 1,228 2,631,579 evidence_url: https://www.sec.gov/Archives/edgar/data/1688757/000168875723000067/0001688757-23-000067-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.