Elf Beauty Inc

1. 1

   Election of Four Class I Directors

   ManagementBoard: FOR

   Elect four Class I directors to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Advisory Vote to Approve Compensation Paid to our Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory (say-on-pay) vote to approve the compensation disclosed for the company's named executive officers for FY 2026.

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s FY 2026 named executive officer compensation as disclosed in the proxy (the say-on-pay vote). Management is seeking shareholder approval to validate its compensation program, which it describes as heavily weighted toward equity, pay-for-performance, and alignment with long-term stockholder value. Key program design elements include an annual cash incentive tied solely to Adjusted EBITDA with threshold/target/maximum funding levels and a long-term equity mix split 50/50 between time-based RSUs (four-year vesting) and PSUs (three-year cliff vesting tied primarily to net sales CAGR with additional market-share stretch metrics). The filing notes exceptional FY 2026 financial performance (Adjusted EBITDA of approximately $335 million) which resulted in maximum funding of the annual cash incentive; it also documents rigorous PSU goal-setting and the Committee’s decision-making (e.g., omission of Adjusted EBITDA CAGR from FY 2026 PSUs due to tariff uncertainty). The Board states the vote is advisory and will be considered in future compensation determinations, emphasizing engagement with stockholders and a prior ~95% approval in 2025 as evidence of broad support. Governance context includes strong clawback policies, stock ownership requirements, use of an independent compensation consultant, and peer benchmarking. The board’s rationale for recommending a ‘‘FOR’’ vote is that the program aligns executive incentives with sustained financial performance and retention, balances short- and long-term objectives, and reflects stockholder input. From an analyst perspective, the proposal embeds both retention and performance pay levers, but the reliance on non-GAAP measures and substantial equity upside under maximum PSU/RSU payouts are points investors may evaluate for dilution and pay-for-performance alignment over time. The advisory nature of the vote means it does not bind the Board, but a strong vote against could trigger further engagement or program changes; conversely, historical strong support and the Company’s disclosed governance safeguards suggest limited near-term risk of substantive program alteration.

3. 3

   Advisory Vote to Approve Frequency of Future Say-on-Pay Votes

   ManagementBoard: FOR

   Non-binding advisory vote to indicate preferred frequency (1, 2, or 3 years) for future advisory votes on executive compensation; the Board recommends an annual (1 year) frequency.

   More detail

   This management-sponsored proposal asks shareholders to indicate, on a non-binding basis, how often the Company should hold its advisory say-on-pay vote—every one, two, or three years. The Board’s recommended option is annual (1 year), arguing that yearly votes enable timely stockholder input on executive compensation and align with the Company’s engagement practices. The choice is advisory and non-binding; however, the Board and Compensation Committee state they will take the outcome into account when setting future cadence. The context includes the Company’s stated commitment to frequent stockholder engagement and the fact that shareholders previously chose annual votes in 2020. For evaluation, an annual frequency increases the opportunity for investor feedback and responsiveness to governance concerns, but also raises administrative frequency and potential for heightened short-term compensation focus. The Board’s recommendation reflects a governance posture favoring regular accountability and communication. Institutional investors and proxy advisors sometimes prefer annual votes to maintain oversight; thus, supporting 1-year aligns with prevailing expectations among many governance stakeholders. Given the non-binding nature, the immediate material impact is limited, but the vote provides an important signal about investor appetite for engagement cadence and managerial responsiveness.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2027.

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When is the Elf Beauty Inc 2026 annual meeting?

Elf Beauty Inc (ELF) holds its 2026 annual shareholder meeting on Thursday, August 20, 2026.

What is the record date for the Elf Beauty Inc 2026 meeting?

The record date for the Elf Beauty Inc 2026 meeting is Monday, June 29, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Elf Beauty Inc's 2026 meeting?

The board is presenting 4 director nominees at the Elf Beauty Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Elf Beauty Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Elf Beauty Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.