Marathon Sends Letter to e.l.f. Beauty’s Board

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On September 12, 2018, Marathon Partners delivered a letter (the “Letter”) to the Issuer’s CEO and Chairman of the board of directors (the “Board”) recommending, among other things, that the Board pursue cost-cutting measures that focus on profitable growth or strategic alternatives, including a potential sale of the Issuer. Marathon Partners further stated its belief that the addition of new Board members independent of TPG Growth is necessary to ensure that the best interests of public, non-insider shareholders are represented on the Board.

Marathon Partners recommended two courses of action for the Issuer in the Letter:

· Refocus on core operations: cease evaluation of acquisition targets, reduce and optimize high-cost structure (including executive compensation) to fund brand investment, boost margins, and grow profits well in excess of top-line growth.
· Sale of the Issuer: If the Board and management are unwilling to substantially reconsider their current strategy, the only responsible alternative is to pursue a sale of the Issuer through a competitive auction process.

The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 99.1, and is incorporated herein by reference.

Link  2 Letter: