brlt-20250618
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
____________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2025
Brilliant Earth Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-40836 | 87-1015499 | |||||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
300 Grant Avenue, Third Floor, San Francisco, CA | 94108 | ||||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (800) 691-0952
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A common stock, $0.0001 par value per share | BRLT | The Nasdaq Global Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Brilliant Earth Group, Inc. (the “Company”) was held on June 18, 2025.
At the Annual Meeting, the Company’s stockholders:
(a) Elected the two Class I director nominees, each director to hold office until the 2028 annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal; and
(b) Ratified the appointment BDO USA PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The proposals considered and voted upon at the Annual Meeting are described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2025.
Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to stockholders generally, and each share of Class C common stock entitles its holders to ten votes per share on all matters presented to stockholders generally. Holders of the Company's Common Stock voted together as a single class on all matters presented at the Annual Meeting.
The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: Election of Class I Directors.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Beth Gerstein | 527,747,016 | 1,282,381 | 5,267,204 | ||||||||
| Ian M. Bickley | 527,776,297 | 1,253,100 | 5,267,204 | ||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
| Votes For | Votes Against | Abstained | Broker Non-Votes | ||||||||
| 533,874,797 | 211,804 | 210,000 | 0 | ||||||||
Based on the foregoing votes, the two director nominees were elected, and Proposal 2 was approved.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BRILLIANT EARTH GROUP, INC.
Date: June 23, 2025 | By: | /s/ Jeffrey Kuo | ||||||||||||||||||
| Jeffrey Kuo | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||