STEINER LEISURE LIMITED - Steiner Leisure Ltd.

STEINER LEISURE LIMITEDSuite 104ASaffrey SquareNassau, The Bahamas_______________PROXY STATEMENT_______________This Proxy Statement and the accompanying proxy card are being furnished to shareholders of SteinerLeisure Limited, a Bahamas international business company (the "Company"), in connection with the solicitation ofproxies by the Company's board of directors from holders of the Company's outstanding common shares, (U.S.) $.01par value per share (the "Common Shares"), for use at the annual meeting of shareholders of the Company to be heldon Thursday, June 12, 2008, in the Aragon Room at the Biltmore Hotel, 1200 Anastasia Avenue, Coral Gables,Florida 33134 at 1:00 p.m. local time and at any adjournments or postponements thereof (the "Annual Meeting"), forthe purpose of considering and acting upon the matters set forth in the accompanying Notice of Annual Meeting ofShareholders.Only holders of record of Common Shares as of the close of business on April 18, 2008 (the "RecordDate") are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on that date, theCompany had 16,254,108 Common Shares issued and outstanding. Holders of Common Shares are entitled to onevote on each matter considered and voted upon at the Annual Meeting for each Common Share held of record as ofthe Record Date. Common Shares represented by a properly executed proxy, if such proxy is received in time andnot revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on such proxy. If noinstructions are indicated, shares represented by proxy will be voted "for" the election, as directors of the Company,of the nominees named in the proxy to serve as the Class III directors until the 2011 annual meeting of shareholders,"for" approval of the ratification of the appointment of Ernst & Young LLP ("Ernst & Young") as independentauditors for the Company for fiscal year 2008 and in the discretion of the proxy holders as to any other matter whichmay properly be presented at the Annual Meeting.This Proxy Statement and the accompanying proxy card are first being mailed to Company shareholders onor about May 5, 2008.Any holder of Common Shares giving a proxy in the form accompanying this Proxy Statement has thepower to revoke the proxy prior to its use. A proxy can be revoked (i) by an instrument of revocation delivered priorto the Annual Meeting to the Secretary of the Company, (ii) by a duly executed proxy bearing a later date than thedate of the proxy being revoked or (iii) at the Annual Meeting, if the shareholder is present and elects to vote inperson. Mere attendance at the Annual Meeting will not serve to revoke the proxy. All written notices of revocationof proxies should be addressed as follows: Robert C. Boehm, Secretary, c/o Steiner Management Services, LLC, 770South Dixie Highway, Suite 200, Coral Gables, Florida 33146.The holders of a majority of Common Shares issued and outstanding on the Record Date, whether presentin person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.The affirmative vote of a plurality of the votes cast at the meeting will be required for the election of theClass III directors. Approval of Proposal Two requires the affirmative vote of the holders of a majority of theoutstanding Common Shares entitled to vote and be represented at the Annual Meeting in person or by proxy. Aproperly executed proxy marked "Withhold Authority" with respect to the election of one or more directors will notbe voted with respect to such director or directors, although the Common Shares represented by the proxy will betreated as "present" and "entitled to vote." For the purpose of determining the vote required for approval of ProposalTwo, Common Shares held by shareholders who abstain from voting will be treated as being "present" and "entitledto vote" on the matter and, thus, an abstention has the same legal effect as a vote against the matter.A "broker non-vote" refers to Common Shares represented in person or by proxy by a broker or nomineewhere such broker or nominee (i) has not received voting instructions on a particular matter from the beneficialBowne ID # g12968-5.pdf 5 May 2, 2008 12:16:28