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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 2, 2023
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Arhaus, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-41009 (Commission File Number) | 87-1729256 (I.R.S. Employer Identification Number) |
51 E. Hines Hill Road, Boston Heights, Ohio
(Address of Principal Executive Offices)
44236
(Zip Code)
(440) 439-7700
(Registrant's telephone number, including area code)
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:
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☐ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A common stock, $0.001 par value per share | ARHS | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Exchange Act of 1934.
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 2, 2023, the Board of Directors (the “Board”) of Arhaus, Inc. (the “Company”) appointed Alexis DePree to Class II of the Board as an independent director under applicable NASDAQ and SEC rules. Ms. DePree’s term will expire at the Company’s Annual Meeting of Stockholders in 2023, at which time she will stand for re-election to the Board by the Company’s stockholders. She will serve on the Board’s Compensation Committee. In connection with the appointment, the Company increased the size of the Board from nine to ten members.
Ms. DePree has served as Chief Supply Chain Officer of Nordstrom, Inc. since January 2020. Ms. DePree previously served as Vice President of Americas sort centers at Amazon.com, Inc. from 2018 to 2020, and as Amazon’s Vice President of global supply chain operations from 2016 to 2018. From 2007 to 2016, she held executive positions with increasing responsibility at Target Corporation, prior to which she was employed at Dell Technologies Inc. in various leadership positions from 2001 to 2005. We believe Ms. DePree is qualified to serve on our Board of Directors because of her significant supply chain experience in the retail industry.
Ms. DePree’s compensation for her service as a director will be consistent with that of the Company’s other non-employee directors who are not affiliated with Freeman Spogli & Co., as described in the definitive proxy statement for the Company’s 2022 Annual Meeting of Stockholders.
There are no arrangements or understandings between Ms. DePree and any other persons pursuant to which Ms. DePree was selected as a director. There have been no transactions involving the Company or any of its subsidiaries in which Ms. DePree has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.
Item 9.01 - Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
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| Exhibit No. | | Description |
| 104 | | Cover Page with Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 6th day of March, 2023.
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| ARHAUS, INC. |
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By: | /s/ Dawn Phillipson |
Name: | Dawn Phillipson |
Title: | Chief Financial Officer |