UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2022, the Board of Directors (the “Board”) of Lulu’s Fashion Lounge Holdings, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee, expanded the size of the Board from eight (8) directors to nine (9) directors and appointed Anisa Kumar as a Class II director of the Company, effective as of November 11, 2022 (the “Effective Date”). Ms. Kumar will serve as a director of the Company for a term expiring at the 2023 Annual Meeting of Stockholders (“2023 Annual Meeting”), at which time her continued service on the Board will be subject to renomination and stockholder approval. The Board has determined that Ms. Kumar qualifies as an independent director under Nasdaq rules and has appointed her to serve on the Compensation Committee of the Board (the “Compensation Committee”). Ms. Kumar replaces Ms. Danielle Qi on the Compensation Committee. With Ms. Kumar's appointment, the Compensation Committee is now solely comprised of independent directors.
Ms. Kumar is eligible to participate in the Company's Non-Employee Director Compensation Program. Please see the disclosure in the Company's Proxy Statement for its 2022 Annual Meeting of Stockholders filed on April 29, 2022 under the heading "Director Compensation – Non-Employee Director Compensation Program" for a description of the program. The full text of the Non-Employee Director Compensation Program is incorporated herein by reference.
Ms. Kumar has also entered into the Company’s standard indemnification agreement for directors and officers, a form of which is included as an exhibit to the Company's Form 10-K for the year ended January 2, 2022.
There are no related party transactions between the Company and Ms. Kumar which would require disclosure under Item 404 of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On November 14, 2022, the Company issued a press release announcing Ms. Kumar's election to the Board, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained or incorporated in this Item 7.01 of this Current Report is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
| Exhibit Number |
Description | |
| 10.1 | Lulu’s Fashion Lounge Holdings, Inc. Non-Employee Director Compensation Program (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2022) | |
| 99.1 | Press release issued by Lulu’s Fashion Lounge Holdings, Inc. on November 14, 2022 | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
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.
| Date: November 14, 2022 | Lulu’s Fashion Lounge Holdings, Inc. | |
| By: | /s/ David McCreight | |
| David McCreight | ||
| Chief Executive Officer | ||