Establishment Labs Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$ESTA
Industrial Specialties
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director; Board Composition Changes
On June 24, 2026, the Board of Directors (the “Board”) of Establishment Labs Holdings Inc. (the “Company”) appointed Taylor Harris to the Board, effective immediately, to serve until the Company’s 2027 annual meeting of shareholders and until his successor is duly elected and qualified. In addition, the Board appointed Mr. Harris as a member of the Audit Committee and the Nominating and Corporate Governance Committee.
In connection with his service as a director, Mr. Harris will receive the Company’s standard non-employee director cash and equity compensation, which is described under the heading “Non-Employee Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 10, 2026. Effective April 24, 2026, the Board updated the non-employee director compensation policy to reflect an initial equity grant of $170,000 for new directors and a non-employee director annual grant of $170,000.
There is no arrangement or understanding between Mr. Harris and any other persons pursuant to which Mr. Harris was appointed as a director, and Mr. Harris has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Following the appointment of Mr. Harris to the Audit Committee and the Nominating and Corporate Governance Committee, the composition of the committees are as follows. The Audit Committee shall consist of Ann Custin, Mr. Harris, and Bryan Slotkin, with Ms. Custin serving as chair. The Nominating and Corporate Governance Committee shall consist of Leslie Gillin, Mr. Harris, and Mr. Slotkin, with Ms. Gillin serving as chair. The Board determined that all of the members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee currently satisfy the independence requirements and other established criteria of The Nasdaq Stock Market LLC.
Mr. Harris also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2025.
Item 7.01. Regulation FD Disclosure.
On June 29, 2026, the Company issued a press release announcing the director appointment set forth in Item 5.02 of this Current Report on Form 8-K.
A copy of the press release is furnished as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 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: | 6/29/2026 | By: | /s/ Cassandra "Sandra" Harris | |||||||||||
Name: | Cassandra "Sandra" Harris | |||||||||||||
Title: | Chief Financial Officer | |||||||||||||