Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On June 7, 2023, OneSpaWorld Holdings Limited (the "Company") held its 2023 Annual Meeting of Shareholders (the "Annual Meeting"). Steven J. Heyer did not stand for re-election at the Annual Meeting, and therefore, his term expired immediately following the Annual Meeting. Mr. Heyer's resignation was not the result of any disagreement with management or the Board of Directors (the "Board") on any matter relating to the Company's operations, policies or practices. Following the Annual Meeting, the Board was composed of nine directors. At its meeting immediately following the Annual Meeting, the Nominating and Governance Committee of the Board ratified its recommendations to the Board (i) to elect Lisa Myers as a nominee for election as a Class A Director of the Company and (ii) that Stephen Powell serve as Lead Director following Mr. Heyer's resignation. At their meeting immediately following the meeting of the Nominating and Governance Committee, Board members, deeming it appropriate, advisable, and in the best interests of the Company and its shareholders, unanimously elected Ms. Myers as a Class A Director of the Company for a three-year term expiring at the 2026 Annual Meeting of Shareholders of the Company and approved Mr. Powell to serve as Lead Director until the Company's next annual meeting of shareholders or his earlier resignation or removal.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on June 7, 2023. The results of the voting at the Annual Meeting were as follows:

Proposal 1. Election of Class A Directors:

Directors For Withheld Broker non-votes Andrew R. Heyer 41,333,980 27,863,858 5,807,320 Leonard Fluxman 54,648,020 14,549,818 5,807,320

Proposal 2. Ratification of the appointment of Ernst & Young LLP to serve as the


            Company's independent registered public accounting firm for the year
            ending December 31, 2023:


   For     Against Abstain Broker non-votes
74,952,480 50,583   2,095         0

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number    Description
104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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