Washington, DC 20549






Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934


Filed by the Registrant ☒


Filed by a Party other than the Registrant ☐


  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12



(Name of Registrant as Specified in its Charter)



(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):


  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.










2. To provide advisory approval of the Company’s fiscal 2023 compensation for its named executive officers. 3 . To approve the Amendment of the Second Amended and Restated 2017 Equity Incentive Plan that increases the number of shares for issuance thereunder by 225 , 000 shares . 4. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending February 4, 2024. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS, AND "FOR" PROPOSALS 2, 3 AND 4. 1. Election of Directors: NOMINEES: John Grafer Andrew Heyer Jack Krause Sharon Leite Walter McLallen Vineet Mehra Shawn Nelson Shirley Romig This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e - mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before 5/18/2023. Please visit http://www.astproxyportal.com/ast/22259, where the following materials are available for view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10 - K TO REQUEST MATERIAL: TELEPHONE: 888 - Proxy - NA (888 - 776 - 9962) 718 - 921 - 8562 (for international callers) E - MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials ONLINE : To access your online proxy card, please visit www . voteproxy . com and follow the on - screen instructions or scan the QR code with your smartphone . You may enter your voting instructions at www . voteproxy . com up until 11 : 59 PM Eastern Time the day before the cut - off or meeting date . TELEPHONE : To vote by telephone, please visit www . voteproxy . com to view the materials and to obtain the toll free number to call . MAIL : You may request a card by following the instructions above . TO VOTE: COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER Please note that you cannot use this notice to vote by mail. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting of THE LOVESAC COMPANY June 1, 2023 at 10:00 AM Eastern Time virtually at http://www.viewproxy.com/LovesacCompany/2023/ Register at http://www.viewproxy.com/LovesacCompany/2023/ by 11:59 PM Eastern Time on May 31, 2023.