0001868726False00018687262023-06-222023-06-22

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 22, 2023
Olaplex Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware001-4086087-1242679
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer Identification No.)
Address Not Applicable1
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 691-0776
Not applicable
(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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.001 per shareOLPXNasdaq Global Select 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. ☐
1 Olaplex Holdings, Inc. is a fully remote company. Accordingly, it does not maintain a principal executive office.


Item 1.01    Entry into a Material Definitive Agreement.
On June 28, 2023, Olaplex, Inc. (“Olaplex”) and Cosway Company Inc. (“Cosway”) entered into an amendment (the “Amendment”) to the Letter Agreement, dated February 22, 2023, between Olaplex and Cosway (the “Letter Agreement”), to further extend the expiration date of the Manufacturing Services Agreement, dated January 1, 2020, by and between Olaplex and Cosway, to August 15, 2023 to allow sufficient time to facilitate the negotiation of a new agreement. All other terms and provisions of the Letter Agreement remain in full force and effect.
The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2023, Olaplex Holdings, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following three proposals, the results of which are set forth below.
Proposal 1 – Election of Directors
Each of the four nominees listed below were elected as Class II directors at the Annual Meeting to serve on the Company’s Board of Directors (the "Board") for a term of three years expiring at the Company’s 2026 Annual Meeting of Stockholders, based on the following votes:
ForWithheldBroker Non-Votes
Janet Gurwitch575,798,01527,739,9564,788,269
Martha Morfitt602,490,6161,047,3554,788,269
David Mussafer581,261,74622,276,2254,788,269
Emily White582,461,76121,076,2104,788,269
Proposal 2 – Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
The stockholders voted on a non-binding advisory basis on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers (“Say-on-Frequency”) as follows:
1 Year2 Years3 YearsAbstainedBroker Non-Votes
602,320,947354,108706,571156,3454,788,269
Consistent with the results of the vote and with the Board’s previous recommendation, the Board has determined that the Company will conduct future non-binding advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next required Say-on-Frequency vote is submitted to the stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, based on the following votes:
ForAgainstAbstained
607,800,09252,281473,867



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits
ExhibitDescription
104Cover 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 by the undersigned hereunto duly authorized.
Date: June 28, 2023
Olaplex Holdings, Inc.
By:/s/ JuE Wong
Name:JuE Wong
Title:President and Chief Executive Officer


Exhibit 10.1
image.jpg



June 26, 2023

VIA ELECTRONIC MAIL
Cosway Company Inc.
20633 South Fordyce Avenue
Carson, CA 90810

Re: Amendment to Letter Agreement

Dear Cosway Legal Department,

The parties hereto agree to amend the Letter Agreement (the “Letter Agreement”), dated February 22, 2023, between Olaplex, Inc. (“Olaplex”) and Cosway Company Inc. (“Cosway”), to extend the Manufacturing Services Agreement ("Agreement"), dated January 1, 2020, between Olaplex and Cosway, until August 15, 2023 while the parties continue to negotiate a new manufacturing agreement.

Except as set forth in this amendment, all of the terms and provisions of the Letter Agreement remain in full force and effect.

By both parties signing below, Cosway and Olaplex acknowledge and agree to this amendment.

If you have any questions, please feel free to contact Alex Kirby, Director of Sourcing & Procurement, at Olaplex.

Acknowledged and agreed:
Acknowledged and agreed:
COSWAY COMPANY INC.

By: ____________________
OLAPLEX, INC.

By: ____________________
By: /s/ Greg Chambers
By: /s/ Shah Nagree
Name: Greg Chambers
Name: Shah Nagree
Date: June 28, 2023
Date: June 28, 2023

v3.23.2
Cover
Jun. 22, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 22, 2023
Entity Registrant Name Olaplex Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40860
Entity Tax Identification Number 87-1242679
City Area Code 310
Local Phone Number 691-0776
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol OLPX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001868726
Amendment Flag false
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