European Wax Center (EWCZ) Proxy filing summary

Executive summary

• Special Meeting called to vote on a merger agreement for a going-private transaction, where Glow Midco, LLC and affiliates of General Atlantic will acquire all outstanding shares not already owned by them, making the company a wholly owned subsidiary and delisting it from Nasdaq.

• Holders of Class A Common Stock will receive $5.80 per share in cash, a 48% premium over the 30-day average prior to announcement; Class B shares receive $0.00001 per share.

• The transaction is structured as two mergers: one with the company and one with its operating subsidiary, Opco, both becoming wholly owned by the buyer.

• The board, based on a unanimous recommendation from a Special Committee of independent directors, recommends shareholders vote in favor of the merger.

• The Special Committee negotiated the price, received a fairness opinion from Moelis & Company, and considered alternatives and risks, including execution risk of the company’s long-range plan.

Voting matters and shareholder proposals

• Shareholders are asked to vote on (1) approval and adoption of the merger agreement and (2) adjournment of the meeting if more time is needed to solicit votes.

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

• General Atlantic and affiliates, holding 42% of voting power, have entered into a support agreement to vote in favor of the merger.

• Shareholders who do not vote in favor and follow statutory procedures may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• A Special Committee of independent, disinterested directors was formed to evaluate and negotiate the transaction, with its own legal and financial advisors.

• The Special Committee and Board considered the fairness of the transaction, alternatives, and the company’s prospects as an independent entity.

• After the merger, the board and officers of the surviving corporation will be those of the buyer’s subsidiary.