SkinHealth Systems (SKIN) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 22, 2026, to vote on a reverse stock split and potential adjournment if needed.

• Reverse stock split aims to combine Class A Common Stock at a ratio between 1-for-5 and 1-for-20, with the exact ratio set by the board.

• Main objective is to increase share price to meet Nasdaq listing requirements and avoid delisting.

• Board retains discretion to implement or abandon the reverse split within one year of approval.

• Adjournment proposal allows for additional proxy solicitation if insufficient votes or quorum.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment for reverse stock split of Class A Common Stock, ratio set by board discretion.

• Proposal 2: Approve adjournment of the meeting if more time is needed for proxy solicitation or to reach quorum.

• Board recommends voting FOR both proposals.

• Shareholders of record as of August 3, 2026, are eligible to vote, with one vote per share.

• Stockholder proposals for the 2027 annual meeting must be received by December 25, 2026, to be included.

Board of directors and corporate governance

• Board has sole discretion to set the reverse split ratio and timing, or to abandon the split.

• Board may use additional authorized shares for future issuances without further shareholder approval, except as required by law or exchange rules.

• No preemptive rights for shareholders; new issuances may dilute existing ownership.