love-20240611

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 11, 2024

THE LOVESAC COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-38555

32-0514958

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)

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):


			☐			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))

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

The following are the voting results on the four proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's Proxy Statement.

PROPOSAL 1 - Election of eight (8) directors.


	For	Withhold	Broker Non-Vote
John Grafer	8,566,373	958,348	2,162,698
Andrew Heyer	4,628,570	4,896,151	2,162,698
Jack Krause	8,888,849	635,872	2,162,698
Sharon Leite	9,420,169	104,552	2,162,698
Walter McLallen	9,300,863	223,858	2,162,698
Vineet Mehra	9,431,428	93,293	2,162,698
Shawn Nelson	9,442,446	82,275	2,162,698
Shirley Romig	8,288,311	1,236,410	2,162,698

PROPOSAL 2 - Advisory approval of the Company's fiscal 2024 compensation for its named executive officers.


For	Against	Abstain	Broker Non-Vote
8,957,425	559,697	7,599	2,162,698

PROPOSAL 3 - Approval of Amendment No. 2 to the Second Amended and Restated 2017 Equity Incentive Plan that increases the number of shares for issuance thereunder by 1,100,000.


For	Against	Abstain	Broker Non-Vote
5,895,334	3,601,258	28,129	2,162,698

PROPOSAL 4 - Ratification of the appointment of Deloitte & Touche LLP as independent auditor for the Company for the fiscal year ending February 2, 2025.


For	Against	Abstain	Broker Non-Vote
11,508,387	74,355	104,677	0

Pursuant to the foregoing votes, the eight nominees listed above were elected to serve on the Company’s Board of Directors, and Proposals 2, 3 and 4 were approved.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description
10.1						Amendment No. 2 to the Second Amended and Restated 2017 Equity Incentive Plan
10.2						Second Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on June 8, 2022)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


Dated: June 14, 2024

	THE LOVESAC COMPANY

	By:	/s/ Megan C. Preneta
	Name:	Megan C. Preneta
	Title:	Vice President, General Counsel and Secretary

The Lovesac Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits