Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual Meeting of Stockholders of Lulu’s Fashion Lounge Holdings, Inc. (the “Company”) held on June 13, 2023 (the “Meeting”), stockholders of the Company approved an amendment (the “Plan Amendment”) to the Lulu’s Fashion Lounge Holdings, Inc. Omnibus Equity Plan (the “Omnibus Equity Plan”) to increase the number of shares of common stock authorized for issuance under the Omnibus Equity Plan by 2,000,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The Plan Amendment was previously approved by the Compensation Committee and the Board of Directors of the Company (the “Board”) in April 2023 subject to stockholder approval. The principal purpose of the Omnibus Equity Plan is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. The Omnibus Equity Plan is currently administered by the Compensation Committee of the Board of Directors. The Omnibus Equity Plan provides for various types of awards denominated in shares of the Company’s Common Stock to the Company’s employees, consultants, and directors.
A description of the material terms and conditions of the Plan Amendment is set forth in Proposal 3 and Annex A of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1,2023 (the “Proxy Statement”), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
A total of 37,264,997 shares of the Company’s Common Stock, were present in person or represented by proxy at the Meeting, representing approximately 93.8% of the Company’s outstanding Common Stock as of April 19, 2023, the record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Proxy Statement.
Item 1 — Election of three Class II directors for a term of office expiring on the date of the 2026 annual meeting of stockholders, and until their respective successors have been duly elected and qualified or until each such director’s earlier death, resignation or removal.
| | | |
| Votes FOR | Votes WITHHELD | Broker Non-Votes |
Anisa Kumar | 33,023,379 | 1,744,330 | 2,497,288 |
Crystal Landsem | 31,337,631 | 3,430,078 | 2,497,288 |
Danielle Qi | 31,020,796 | 3,746,913 | 2,497,288 |
Item 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
| | | |
37,260,939 | 3,112 | 946 | 0 |
| | | |
Item 3 — Amendment to the Company’s Omnibus Equity Plan to increase the number of shares of Common Stock authorized for issuance under the Omnibus Equity Plan by 2,000,000 shares.
| | | |
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
| | | |
30,282,473 | 4,482,680 | 2,556 | 2,497,288 |
Based on the foregoing votes, Anisa Kumar, Crystal Landsem and Danielle Qi were elected, and Items 2 and 3 were approved.
