esta-20260522
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
| May 22, 2026 | ||
| Date of Report (date of earliest event reported) | ||
Establishment Labs Holdings Inc.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-38593 | 98-1436377 | ||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification Number) | ||||||||||||||||||
11401 Century Oaks Terrace Suite 400 Austin, Texas 78758 | ||||||||||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||||||||||||||
+1 800 924-5072 | ||||||||||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||||||||
| N/A | ||||||||||||||||||||
| (Former name or former address, if changed since last report) | ||||||||||||||||||||
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:
☐ 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 | Name of each exchange on which registered | ||||||
| Common Shares, No Par Value | ESTA | The Nasdaq Capital 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2026, the Company held the Annual Meeting of Shareholders. The Company's shareholders voted on three proposals at the Annual Meeting of Shareholders and the voting results for each of these proposals are set forth below.
Proposal 1 - Election of Directors. The following nominees were elected as directors to serve until the Company's 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified:
| Nominee | Votes For | Votes Against | Abstain | Broker Non-votes | ||||||||||||||||||||||
Filippo "Peter" Caldini | 20,009,113 | 21,173 | 6,891 | 3,063,262 | ||||||||||||||||||||||
Ann Custin | 19,788,813 | 39,815 | 208,549 | 3,063,262 | ||||||||||||||||||||||
Leslie Gillin | 18,323,390 | 1,706,838 | 6,949 | 3,063,262 | ||||||||||||||||||||||
| Nicholas Lewin | 17,288,905 | 2,741,365 | 6,907 | 3,063,262 | ||||||||||||||||||||||
| Edward Schutter | 20,001,165 | 29,105 | 6,907 | 3,063,262 | ||||||||||||||||||||||
| Bryan Slotkin | 17,495,042 | 2,535,178 | 6,957 | 3,063,262 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 7078 | ||||||||||||||||||||
| 19,999,556 | 30,543 | 7,078 | 3,063,262 | |||||||||||||||||
Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of CBIZ, CPAs P.C. as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 was ratified.
| Votes For | Votes Against | Abstain | ||||||||||||
| 22,686,230 | 405,748 | 8,461 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
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.
ESTABLISHMENT LABS HOLDINGS INC. | ||||||||||||||
Dated: | May 22, 2026 | By: | /s/ Cassandra "Sandra" Harris | |||||||||||
Name: | Cassandra "Sandra" Harris | |||||||||||||
Title: | Chief Financial Officer | |||||||||||||