UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(800 ) 603-4996
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
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. ☐
Explanatory Note
On September 30, 2025, The Beauty Health Company (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") to report the replacement of Marla Beck from her role as chief executive officer (the "Chief Executive Officer"), President, and director of the Company, effective as of September 30, 2025 (the "Separation Date"). This Amendment No. 1 on Form 8-K/A is being filed to supplement the disclosure contained in Item 5.02 of the Original Form 8-K, including the provisions of the executed Separation Agreement entered into by and between the Company and Ms. Beck (the "Separation Agreement"). The Original Form 8-K otherwise remains unchanged.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Beck Severance and Separation Agreement
On October 13, 2025, the Company and Ms. Beck entered into the Separation Agreement in connection with Ms. Beck's termination from her position as Chief Executive Officer of the Company without cause, and any other position held as an officer, director, or committee member of the Company and any of its subsidiaries as of the Separation Date. Pursuant to the Separation Agreement, Ms. Beck agreed to remain with the Company in an advisory capacity to provide consulting services as of October 1, 2025, and terminating no later than December 31, 2025 (the "Consulting Term"). Ms. Beck will receive her current level of compensation during such period that she was entitled to receive prior to the Separation Date ($250,000 payable bi-weekly in accordance with the Company's usual payroll periods over the course of the Consulting Term). Ms. Beck's services during the Consulting Term will count towards her participation in the Company's 2025 Annual Incentive Plan in the same manner and to the same extent as if she were still employed with the Company. Ms. Beck's termination was not a result of any disagreement with the Company on any matter relating to the Company's financial reporting, operations, policies or practices.
Additionally, pursuant to the Separation Agreement, Ms. Beck will receive: (i) her earned but unpaid Base Salary (as defined in Ms. Beck's employment agreement with the Company, dated April 8, 2024, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 8, 2024 (the "Employment Agreement")), and any vested amounts due to her under any plan, program or policy of the Company in which Ms. Beck participated as of the Separation Date, (ii) severance payments and benefits in accordance with Section IV.D.2. of the Employment Agreement (i.e.: (a) any earned, but unpaid annual bonus for the year prior to the year of termination, (b) continued payment of her Base Salary for eighteen (18) months following termination, (c) a prorated annual bonus for the year of termination, and (d) reimbursement of the employer portion of COBRA premium payments for up to eighteen (18) months following termination), (iii) vesting of her performance share units with a grant-date value of $1,700,000 that were granted to Ms. Beck under Section II.D.2 of the Employment Agreement, where these performance share units vest in full as of the Separation Date, and (iv) reimbursement of up to $10,000 in legal fees incurred in connection with negotiating the Separation Agreement and other aspects in connection thereto. In addition, on several occasions, Ms. Beck was granted performance-based restricted stock unit awards (the "PSU Awards") and restricted stock unit awards covering the Company's Class A Common Stock, par value $0.0001 per share (the "RSU Awards", and, together with the PSU Awards, the "Equity Awards") under the Company's 2021 Incentive Award Plan (the "Plan") (collectively, the "Severance Benefits"). On the Separation Date, the Equity Awards were treated as set forth in the Plan and the applicable award agreements between Ms. Beck and the Company governing such Equity Awards.
Pursuant to the Separation Agreement, Ms. Beck also entered into a General Release of all Claims (the "Release"), which is attached as an exhibit to this Amendment No. 1 on Form 8-K/A, wherein Ms. Beck agreed to release all claims against the Company arising out of or related to Ms. Beck's employment with the Company, the termination of her employment with the Company, and/or the events surrounding the circumstances relating to such termination with the Company.
The Severance Benefits and the other benefits described in the Separation Agreement are subject to the terms and conditions described in the Employment Agreement.
The foregoing descriptions of the Separation Agreement and the Release are not complete and are subject to and qualified in its entirety by reference to the Separation Agreement and the Release, copies of which are filed with this Amendment No. 1 on Form 8-K/A as Exhibit 10.1 and Exhibit 10.2, respectively, the terms of which are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| Dated: October 17, 2025 | The Beauty Health Company | |||||||
| By: | /s/ Michael Monahan | |||||||
| Name: | Michael Monahan | |||||||
| Title: | Chief Financial Officer | |||||||
October 10, 2025
Marla Beck
Via email
Re: Separation of Employment
Dear Marla:
As a follow up to conversations between your representatives and the Company’s representatives, this letter confirms the terms related to the termination without cause of your employment with The Beauty Health Company (the “Company”), which employment was terminated effective September 30, 2025 (the “Separation Date”). Effective as of the Separation Date, your employment with, and status as an officer of, the Company and any of its subsidiaries and affiliates terminated, and you are deemed to have resigned from any and all directorships, committee memberships and other positions you hold with the Company or any of its subsidiaries and affiliates.
Upon the acknowledgement of this letter, in accordance with the terms of the Employment Agreement between you, the Company, and Hydrafacial LLC (“HydraFacial”), dated as of April 8, 2024 (the “Employment Agreement”), attached hereto as Exhibit 1 and incorporated by reference, the Company will pay or provide to you (i) your earned but unpaid Base Salary (as defined in the Employment Agreement) through the Separation Date, and (ii) any vested amounts due to you under any plan, program or policy of the Company in which you participate (excluding any severance, bonus or incentive plan or arrangement) (collectively, the “Accrued Obligations”).
In addition to the Accrued Obligations, and upon your execution of a Release (described below), (i) you will be eligible to receive the eighteen (18) months severance payments and benefits, set forth in Section IV.D.2 of the Employment Agreement (collectively, the “Severance”), and (ii) the performance share units with a grant-date value of $1,700,000.00 (the “PSU Award”) awarded to you under Section II.D.2 of the Employment Agreement, which shall vest in full as of September 30, 2025.
Throughout your employment with the Company, you were granted additional performance-based restricted stock unit awards and restricted stock unit awards of the Company’s Class A common stock (the “Equity Awards”) under the Company’s 2021 Incentive Award Plan (the “Plan”). On the Separation Date, the Equity Awards were treated as set forth in the Plan.
In addition to the above benefits, the Company will enter into a Consulting Agreement with you, attached hereto as Exhibit 2 and incorporated by reference, effective October 1, 2025 and terminating no later than December 31, 2025 (the “Consulting Term”). Under the Consulting Agreement, you will continue to be paid the same rate of pay as under your Employment Agreement (i.e., the “Base Salary”) for thirteen additional weeks, payable in accordance with the Company’s usual payroll periods. Additionally, your work during the Consulting Term shall count towards your participation in the Company’s 2025 Annual Incentive Plan in the same manner and to the same extent as if you were still employed with the Company. Per your Employment Agreement and Company practice, the Annual Bonus to which you are entitled will be payable at such time as annual bonuses are paid generally to the Company’s senior executives for 2025, but in no event later than March 15, 2026.
You additionally executed the Employee Proprietary Information and Inventions Assignment Agreement between you, the Company, and HydraFacial, dated on or around April 8, 2024 (the “Confidentiality Agreement”), a copy of which is attached hereto as Exhibit 3 and incorporated by reference. You are and will remain bound by the restrictive covenants set forth in the Confidentiality Agreement, and the restrictive covenants in the Confidentiality Agreement will not be impacted by your termination of employment and will remain in full force and effect in accordance with their terms. The Restricted Period (as defined in the Confidentiality Agreement) extends for a period of one (1) year immediately following the termination of the Consulting Term or December 31, 2026, whichever is earlier. You acknowledge and agree that any dispute between you and the Company will be governed by Maryland law and that any dispute between you and the Company shall be adjudicated exclusively in the state or federal courts located in Montgomery County, Maryland.
Additionally, in consideration of the separation benefits, you agree to fully cooperate with the Company in the event that your assistance is required in connection with any litigation or claim. In doing so, you agree to respond to all inquiries of the Company about any matters concerning the Company or its affairs that occurred or arose during the period of your employment by the Company, and you further agree to cooperate fully with the Company in investigating, prosecuting and defending any charges, claims, demands, liabilities, causes of action, lawsuits or other proceedings by, against or involving the Company relating to the period during which you were employed by the Company or relating to matters of which you have or should have knowledge or information.
Finally, the Company will reimburse you up to ten thousand dollars ($10,000) for legal fees you incurred in negotiating this Agreement, the Consulting Agreement and other aspects of your separation from the Company.
The Severance (and other benefits provided in your Employment Agreement upon termination), as well as the benefits provided for in this Agreement, are all contingent upon your timely execution and non-revocation of the general release of claims attached to your Employment Agreement (the “Release”), a copy of which is enclosed herewith as Exhibit 4, and will be otherwise subject to the terms and conditions described in the Employment Agreement. You must execute and deliver the Release to the Company within twenty-two (22) days after the Separation Date, and you will have seven (7) days from the date on which you sign the Release to revoke it (if you choose to do so).
This letter, together with its Exhibits 1-4, comprise the entire agreement between you and the Company with respect to the subject matter hereof and thereof and, as of the Separation Date, will supersede all other agreements or arrangements.
Please indicate your agreement to the terms outlined in this letter by signing in the space provided below. If you have any questions about this letter, please contact me. We thank you for your service to the Company and wish you the best in your future endeavors.
Sincerely,
The Beauty Health Company
/s/ Celeste Ortiz
Celeste Ortiz
Chief Human Resources Officer
Acknowledged, Agreed and Accepted:
/s/ Marla Beck
Marla Beck
10/13/2025
Date
GENERAL RELEASE OF ALL CLAIMS
This General Release of all Claims (this “Release”) is entered into on October 10, 2025 by and among The Beauty Health Company (“Parent”), Hydrafacial LLC (the “Company”), and Marla Beck (“Executive”). In consideration of the payments and benefits set forth in the Employment Agreement (the “Employment Agreement”) by and among Executive, Parent and the Company, effective April 8, 2024 (the “Effective Date”), to which Executive first became legally entitled following the Effective Date, Executive agrees as follows:
1.General Release and Waiver of Claims.
(a)For valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive and each of Executive’s respective heirs, executors, administrators, representatives, agents, successors, assigns and representatives (the “Releasor”) hereby irrevocably and unconditionally releases and forever discharges each of Parent, the Company, and their respective partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them (collectively, the “Releasees”), of and from any and all manner of action or actions, cause or causes of action, judgments, obligations, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Releasor now has, ever had or may hereafter have against any Releasee, by reason of any act, omission, practice, conduct, event, cause, or other matter whatsoever from the beginning of time up to and including the date that Executive executes this Release, to the fullest extent permitted by law.
(b)Without limiting the generality of the foregoing, Releasor releases and discharges Releasees from any and all claims in any way arising out of, based upon, or related to Executive’s employment with Parent and/or the Company, the termination of employment of Executive by Parent and/or the Company and/or the events surrounding the circumstances relating to that termination, including, but not limited to: (i) any and all claims arising under tort, contract and quasi-contract law, including, but not limited to, claims of breach of contract (express or implied), tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, wrongful or retaliatory discharge, fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress or compensatory or punitive damages; (ii) any and all claims for monetary or equitable relief, including, but not limited to, attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs, and disbursements; and (iii) and any claim under Title VII of the Civil Rights Act of 1964, the Age Discrimination In Employment Act (“ADEA”), the Americans With Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act, the False Claims Act,
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the Employee Retirement Income Security Act, the Federal Worker Retraining and Notification Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Sarbanes-Oxley Act of 2002, the California Fair Employment and Housing Act, the California Unfair Competition Law, the California Equal Pay Law, the Moore-Brown-Roberti Family Rights Act of 1991, the California Labor Code, the California Worker Adjustment and Retraining Notification Act, California Wage and Hour laws, the California False Claims Act, the California Constitution and the California Corporate Criminal Liability Act, and any other federal, state or local law or ordinance prohibiting employment discrimination, harassment or retaliation. This Release does not release claims arising after the date Executive executes this Release, nor claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against Parent and/or the Company (with the understanding that any such filing or participation does not give Executive the right to recover any monetary damages against Parent and/or the Company; Executive’s release of claims herein bars Executive from recovering such monetary relief from Parent and/or the Company before the EEOC, NLRB, or other administrative body). Notwithstanding the foregoing, this Release does not apply to (i) any lawsuit brought to challenge the validity of this Release under the ADEA, (ii) payments or benefits under Articles II and IV of the Employment Agreement, which payments and benefits under Article IV (among other good and valuable consideration) are provided in exchange for this Release, (iii) any claims for indemnification arising under any applicable law or indemnification obligation of Parent and/or the Company, (iv) accrued or vested benefits under any applicable Parent and/or Company employee benefit plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act) and (v) any rights as a shareholder of the Parent or pursuant to any option, restricted stock unit or other equity compensation award agreement or plan.
(c)Executive acknowledges that Executive has been advised by legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Executive, being aware of, understanding and acknowledging the significance and consequence of specifically waiving California Civil Code Section 1542, hereby
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expressly waives and relinquishes all rights and benefits Executive may have thereunder, as well as any other applicable statutes or common law principles of similar effect, in order to effect a full and complete general release as described above. Thus, notwithstanding the provisions of California Civil Code Section 1542, and to implement a full and complete release, Executive expressly acknowledges this Release is intended to include in its effect, without limitation, all claims she does not know or suspect to exist in his favor at the time of signing this Release, and that this Release contemplates the extinguishment of any such claims.
2.Consideration and Revocation Period. By signing this Release, Executive represents and warrants that:
(a)Under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder, Parent and the Company advise Executive that she should consult with independent counsel before executing this Release; and Executive acknowledges that she has been so advised. Executive further acknowledges that she has had at least twenty-one (21) days to consider this Release before signing it and Executive further acknowledges that if she signs this Release prior to the expiration of the twenty-one (21) day period, Executive waives the remainder of that period.
(b)Executive acknowledges that she has carefully read this Release in its entirety; that she has had an adequate opportunity to consider it; that she understands all its terms; and that she knowingly and voluntarily assents to all the terms and conditions contained herein, including, without limitation, the waiver and release contained herein.
(c)Executive further acknowledges that she has seven (7) calendar days following the date she signs this Release to revoke it and this Release shall not become effective until the eighth day following the date on which Executive signs this Release. Executive understands that if she wishes to revoke this Release, Executive must deliver written notice of revocation [(which may be by email)], stating Executive’s intent to revoke this Release on or before 5:00 p.m. (PST) of the seventh (7th) day after the date on which Executive signs this Release to Hydrafacial LLC, 2165 East Spring Street, Long Beach, CA 90806, Attn: Legal Department. Executive acknowledges that if Executive revokes this Release, Executive will not receive any payments or benefits pursuant to Article IV of the Employment Agreement.
3.No Assignment. Executive represents and warrants that there has been no assignment or other transfer of any interest in any claim released hereunder which Executive may have against each Releasee and Executive agrees to indemnify and hold each Releasee harmless from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred by any Releasee as the result of any such assignment or transfer or any rights or claims under any such assignment or transfer. It is the intention of the parties
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that this indemnity does not require payment as a condition precedent to recovery by any Releasee against Executive under this indemnity.
4.Proceedings. Executive agrees that if Executive hereafter commences any suit arising out of, based upon, or relating to any of the claims released hereunder or in any manner asserts against any Releasee any of the claims released hereunder, then Executive agrees to pay to such Releasee, in addition to any other damages caused to such Releasee thereby, all attorneys’ fees incurred by such Releasee in defending or otherwise responding to said suit or claim. Notwithstanding the foregoing, the foregoing sentence shall not apply to the extent such attorneys’ fees are attributable to Executive’s good faith challenge to or a request for declaratory relief with respect to the validity of the waiver herein under the ADEA.
5.Nonadmission. Executive further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any of the Releasees, all of whom have consistently taken the position that they have no liability whatsoever to Executive.
6.Confidential Information. Executive acknowledges and agrees that Executive is bound by that certain Confidentiality Agreement (as defined in the Employment Agreement). Executive hereby reaffirms the covenants, terms and conditions set forth in the Confidentiality Agreement, and acknowledges and agrees that the Confidentiality Agreement remains in full force and effect in accordance with its terms
7.Severability. In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, will be inoperative
8.Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles thereof.
EXECUTIVE ACKNOWLEDGES THAT SHE HAS READ THIS RELEASE AGREEMENT AND THAT SHE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT SHE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HER OWN FREE WILL.
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IN WITNESS WHEREOF, the undersigned has executed this General Release of all Claims this
10 day of October 2025.
/s/ Marla Beck
Marla Beck
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