UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
THE LOVESAC COMPANY
(Exact Name of Registrant as Specified in Charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission |
(I.R.S. Employer |
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of The Lovesac Company (the “Company”) held on June 7, 2021, stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Amended Certificate”) to increase the maximum size of the Company’s Board of Directors to nine (9) directors.
The foregoing description of the Amended Certificate is qualified in its entirety by the full text of the Company’s Amended Certificate, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 7, 2021, the Company held its Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of seven (7) directors.
The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:
| For | Withhold | Broker Non-Vote | ||||||||||
| Mary Fox | 8,619,967 | 3,704,635 | 824,881 | |||||||||
| John Grafer | 6,992,814 | 5,331,788 | 824,881 | |||||||||
| Andrew Heyer | 7,012,743 | 5,311,859 | 824,881 | |||||||||
| Sharon Leite | 12,239,887 | 84,715 | 824,881 | |||||||||
| Walter McLallen | 8,220,955 | 4,103,647 | 824,881 | |||||||||
| Shawn Nelson | 8,763,652 | 3,560,950 | 824,881 | |||||||||
| Shirley Romig | 8,423,931 | 3,900,671 | 824,881 | |||||||||
2. Approval to amend the Company’s Amended and Restated Certificate of Incorporation to increase the maximum size of the Company’s Board of Directors to nine (9) directors.
The amendment to the Company’s Amended and Restated Certificate of Incorporation was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||
| 13,035,807 | 41,493 | 36,187 | 35,996 |
3. Ratification of the appointment of Marcum LLP as independent auditor for the Company for the fiscal year ending January 30, 2022.
The appointment of Marcum LLP as independent auditor for the Company for the fiscal year ending January 30, 2022 was ratified, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||
| 13,112,850 | 1,055 | 35,578 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of The Lovesac Company |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE LOVESAC COMPANY | |||
| Date: June 7, 2021 | By: | /s/ Donna Dellomo | |
| Name: | Donna Dellomo | ||
| Title: |
Executive Vice President and Chief Financial Officer | ||
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