UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Tile Shop Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) online on June 14, 2022, at which a total of 39,470,606 shares were present virtually or by proxy. At the Annual Meeting:
| 1. | Peter J. Jacullo III and Cabell H. Lolmaugh were elected to the Board of Directors of the Company as Class I directors to hold office until the Company’s 2025 Annual Meeting of Stockholders. |
| 2. | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified. |
| 3. | The compensation of the Company’s named executive officers was approved, on a non-binding and advisory basis. |
The voting results for each such matter were as follows:
| 1. | Election of directors: |
| Nominee | For | Withheld | Broker Non-Votes | |||
| Peter J. Jacullo III | 28,502,967 | 1,574,363 | 9,393,276 | |||
| Cabell H. Lolmaugh | 28,775,834 | 1,301,496 | 9,393,276 |
The other members of the Board of Directors whose terms of office continued after the Annual Meeting were Peter H. Kamin, Mark J. Bonney, Deborah K. Glasser and Linda Solheid.
| 2. | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022: |
| For | Against | Abstain | Broker Non-Votes | |||
| 39,354,564 | 52,078 | 63,964 | 0 |
| 3. | Approval, on a non-binding and advisory basis, of named executive officer compensation: |
| For | Against | Abstain | Broker Non-Votes | |||
| 29,010,276 | 1,021,354 | 45,700 | 9,393,276 |
Pursuant to the terms of the Stipulation of Settlement, dated as of August 7, 2020, memorializing the terms of the settlement of the litigation brought against the Company and certain current and former directors of the Company by K-Bar Holdings LLC and Wynnefield Capital, Inc. in the Delaware Court of Chancery, all shares purchased by Messrs. Kamin and Jacullo and entities affiliated with them between October 23 and November 8, 2019 (“Kamin and Jacullo Post-Announcement Shares”) were voted in the same proportion as the vote of shares held by Outside Stockholders on Proposals 1, 2, and 3. “Outside Stockholders” means the Company’s public stockholders excluding Cabell Lolmaugh, Robert A. Rucker, Peter J. Jacullo III, Peter H. Kamin, Todd Krasnow and Philip B. Livingston (certain of our current and former directors who were individual defendants in the litigation described above) and the Company, any director or officer of the Company and their immediate family members, affiliates, or entities they control and the employees thereof.
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.
| TILE SHOP HOLDINGS, INC. |
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| By: | /s/ Karla Lunan | ||
| Date: June 14, 2022 | Name: Karla Lunan | ||
| Title: Senior Vice President and Chief Financial Officer | |||