European Wax Center (EWCZ) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 7, 2026, for shareholders to vote on a proposed merger that would take the company private, with affiliates of General Atlantic holding 42% voting power committed to support the deal.

• The merger involves Glow Midco, LLC and its subsidiaries acquiring all outstanding shares, with Class A shareholders receiving $5.80 per share in cash, a 48% premium over the 30-day average prior to announcement.

• Upon completion, the company will be delisted from Nasdaq, cease SEC reporting, and shareholders will no longer have an equity interest or participate in future earnings.

• The board, following a unanimous recommendation from a special committee of independent directors, determined the transaction is fair and in the best interests of unaffiliated shareholders.

• Moelis & Company LLC provided a fairness opinion supporting the financial terms for Class A shareholders, and the board recommends voting in favor of the merger.

Voting matters and shareholder proposals

• Shareholders are asked to approve the merger agreement and, if necessary, adjourn the meeting to solicit additional proxies.

• Approval requires both a majority of all outstanding shares and a majority of votes cast by disinterested (unaffiliated) shareholders.

• Appraisal rights are available for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The special committee, comprised solely of independent directors, led negotiations and evaluated the transaction.

• After the merger, the board and officers of the surviving corporation will be those of the acquiring entities.

• The board and special committee considered strategic alternatives and determined no superior proposals were likely due to General Atlantic's control rights.