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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2022
THE LOVESAC COMPANY
(Exact name of registrant as specified in its charter)
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Delaware | | 001-38555 | | 32-0514958 |
(State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
incorporation) | | File Number) | | Identification No.) |
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| | Two Landmark Square, Suite 300 Stamford, Connecticut 06901 | | |
(Address of Principal Executive Offices, and Zip Code) |
(888) 636-1223
Registrant’s Telephone Number, Including Area Code
Not Applicable
(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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.00001 per share | | LOVE | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 Submission of Matters to a Vote of Security Holders
On June 2, 2022, the The Lovesac Company (the "Company") held its Annual Meeting of Stockholders. The following are the voting results on the five proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2022.
PROPOSAL 1 - Election of seven (7) directors.
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| For | | Withhold | | Broker Non-Vote |
John Grafer | 10,524,311 | | 1,189,301 | | 1,057,230 |
Andrew Heyer | 6,841,550 | | 4,872,062 | | 1,057,230 |
Jack Krause | 11,521,842 | | 191,770 | | 1,057,230 |
Sharon Leite | 11,581,631 | | 131,981 | | 1,057,230 |
Walter McLallen | 11,552,136 | | 161,476 | | 1,057,230 |
Shawn Nelson | 11,539,166 | | 174,446 | | 1,057,230 |
Shirley Romig | 10,760,509 | | 953,103 | | 1,057,230 |
PROPOSAL 2 - Advisory approval of the Company's fiscal 2022 compensation for its named executive officers.
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For | | Against | | Abstain | | Broker Non-Vote |
11,549,219 | | 112,235 | | 52,158 | | 1,057,230 |
PROPOSAL 3 - Advisory vote on the frequency of future stockholder advisory votes on executive compensation.
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One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Vote |
11,554,058 | | 3,215 | | 106,260 | | 50,079 | | 1,057,230 |
PROPOSAL 4 - Approval of the Second Amended and Restated 2017 Equity Incentive Plan that, among other things, increases the number of shares for issuance thereunder by 550,000.
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For | | Against | | Abstain | | Broker Non-Vote |
10,071,434 | | 1,578,334 | | 63,844 | | 1,057,230 |
PROPOSAL 5 - Ratification of the appointment of Marcum LLP as independent auditor for the Company for the fiscal year ending January 29, 2022.
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For | | Against | | Abstain | | Broker Non-Vote |
12,711,769 | | 38,335 | | 20,738 | | 1,057,230 |
Pursuant to the foregoing votes, the seven nominees listed above were elected to serve on the Company’s Board of Directors, and Proposals 2, 4 and 5 were approved. For Proposal 3, the option of 1 year as the frequency with which executive compensation would be subject to an advisory vote received the highest number of votes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
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.
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Dated: June 3, 2022 | | |
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| THE LOVESAC COMPANY |
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| By: | /s/ Donna Dellomo |
| Name: | Donna Dellomo |
| Title: | Executive Vice President and Chief Financial Officer |