Form 8-K ESTABLISHMENT LABS HOLDI For: May 22

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May 22, 2026 4:30 PM EDT

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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

ATTACHMENTS / EXHIBITS

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