PROXY STATEMENT
OneSpaWorld Holdings Limited
2020 Annual Meeting of Shareholders
to be Held on June 10, 2020
PROXY SUMMARY
This proxy statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (our Board of Directors or
Board) of OneSpaWorld Holdings Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the Company, OneSpaWorld, OSW, we, us,
or our). This proxy statement addresses the items of business for the 2020 Annual Meeting of Shareholders of OneSpaWorld (the Annual Meeting) to be held on Wednesday, June 10, 2020, or any postponement or adjournment
thereof. We will hold the Annual Meeting online at 12:30 p.m., Eastern Daylight Time, at https://www.cstproxy.com/onespaworld/2020. In light of the recent coronavirus (COVID-19) outbreak and to support the
health and safety of our people and our shareholders, this years Annual Meeting will be held as a virtual meeting only, with no in-person meeting. At our virtual Annual Meeting, shareholders will be able
to attend, vote and submit questions, as further described below.
The Notice of Annual Meeting of Shareholders, this proxy statement, our Annual Report
on Form 10-K for the fiscal year ended December 31, 2019 (the 2019 Annual Report), the proxy card and any accompanying proxy materials are being made available to shareholders on or about
May , 2020.
For purposes of this proxy statement, OSW Predecessor is comprised of the net assets and operations of
(i) the following wholly owned subsidiaries of Steiner Leisure Limited (Steiner Leisure): OneSpaWorld LLC, Steiner Spa Asia Limited, Steiner Spa Limited, and Steiner Marks Limited, (ii) the following respective indirect
subsidiaries of Steiner Leisure: Mandara PSLV, LLC, Mandara Spa (Hawaii), LLC, Florida Luxury Spa Group, LLC, Steiner Transocean U.S., Inc., Steiner Spa Resorts (Nevada), Inc., Steiner Spa Resorts (Connecticut), Inc., Steiner Resort Spas
(California), Inc., OneSpaWorld Resort Spas (North Carolina), Inc. (formerly known as Steiner Resort Spas (North Carolina), Inc.), OSW SoHo LLC, OSW Distribution LLC, World of Wellness Training Limited (formerly known as Steiner Training Limited),
STO Italy S.r.l., One Spa World LLC, Mandara Spa Services LLC, OneSpaWorld Limited, OneSpaWorld (Bahamas) Limited (formerly known as Steiner Transocean Limited), OneSpaWorld Medispa LLC, OneSpaWorld Medispa Limited, OneSpaWorld Medispa (Bahamas)
Limited (formerly known as STO Medispa Limited), Mandara Spa (Cruise I), LLC, Mandara Spa (Cruise II), LLC, Steiner Transocean (II) Limited (subsequently dissolved), The Onboard Spa by Steiner (Shanghai) Co., Ltd., Mandara Spa LLC, Mandara Spa
Puerto Rico, Inc., Mandara Spa (Guam), L.L.C. (subsequently dissolved), Mandara Spa (Bahamas) Limited, Mandara Spa Aruba N.V., Mandara Spa Polynesia Sarl, Mandara Spa (Saipan), Inc., Mandara Spa Asia Limited, PT Mandara Spa Indonesia, Spa Services
Asia Limited, Mandara Spa Palau, Mandara Spa (Malaysia) Sdn. Bhd., Mandara Spa Ventures International Sdn. Bhd., Spa Partners (South Asia) Limited, Mandara Spa (Maldives) PVT LTD, and Mandara Spa (Fiji) Limited, (iii) Medispa Limited, a
majority-owned subsidiary of Steiner Leisure (the noncontrolling interest in which was subsequently purchased by the Company), and (iv) the timetospa.com website, owned by Elemis USA, Inc. (formerly known as Steiner Beauty Products, Inc.) and
subsequently transferred to OneSpaWorld.
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