OneSpaWorld (OSW) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, in Nassau, Bahamas, with proxy materials distributed on April 24, 2026.

• Shareholders can vote online, by phone, or by mail, and are encouraged to review proxy materials electronically.

• The company achieved record financial results in 2025, with strong revenue and EBITDA growth, and expects to surpass $1 billion in revenue in 2026.

• The board is in the process of declassifying, with all directors to be elected annually by 2027.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of seven directors for one-year terms, (2) advisory approval of executive compensation (Say-on-Pay), (3) approval of the amended and restated 2019 Equity Incentive Plan, and (4) ratification of Ernst & Young as independent auditor.

• Shareholder proposals for the 2027 meeting must be submitted between February 3 and March 20, 2027.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of ten members, with a mix of industry, financial, and operational expertise.

• The board is being declassified over three years, with annual elections phased in through 2027.

• Committees include Audit, Compensation, and Nominating and Governance, all composed of independent directors.

• The board emphasizes diversity, independence, and ongoing evaluation of its composition.