LL Flooring Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On July 10, 2024, LL Flooring Holdings, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), at which the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Board of Directors (the “Board”) of the Company (the “Declassification Proposal”).
A summary of the Declassification Proposal is available in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 24, 2024 (the “Proxy Statement”).
The Declassification Proposal will become effective upon the filing of the Certificate of Incorporation, as amended and restated, with the Secretary of State of the State of Delaware, which is expected to be July 12, 2024. A copy of the Certificate of Incorporation, as amended and restated, is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
In addition, the information set forth in Proposal 3 of Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Set forth below are the matters voted upon at the 2024 Annual Meeting, which are more fully described in the Proxy Statement, and the voting results reported by, First Coast Results, Inc., the independent inspector of election for the 2024 Annual Meeting (“First Coast”), based on the information available to First Coast.
As of the close of business on May 21, 2024, the record date for the 2024 Annual Meeting, 30,575,249 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), were outstanding and entitled to vote. Based on the results reported by First Coast, approximately 21,650,472 shares of Common Stock were voted in person or by proxy at the 2024 Annual Meeting, representing approximately 71% of the shares entitled to be voted.
Proposal 1: Election of Directors.1
Based on the results reported by First Coast, the Company’s stockholders elected John Jason Delves, Thomas D. Sullivan, and Jill Witter as Class III directors of the Board with terms expiring at the Company’s 2027 Annual Meeting of Stockholders. The tabulation reported by First Coast of voting results for the election of directors and other proposals presented at the 2024 Annual Meeting is as follows:
Board of Directors nominees:
| Director |
Votes For | Votes Withheld | ||||||
| Douglas T. Moore |
4,224,302 | 17,363,351 | ||||||
| Ashish Parmar |
8,606,618 | 12,975,915 | ||||||
| Nancy M. Taylor |
7,786,985 | 13,796,196 | ||||||
| 1 | On July 8, 2024, Jerald Hammann publicly disclosed, and subsequently notified the Company, that he was withdrawing his nomination for election to the Board at the 2024 Annual Meeting. |
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Thomas Sullivan and his nominees:
| Director |
Votes For | Votes Withheld | ||||||
| John Jason Delves |
16,929,510 | 4,368,838 | ||||||
| Thomas D. Sullivan |
12,730,978 | 8,568,391 | ||||||
| Jill Witter |
13,098,199 | 8,195,677 | ||||||
| Proposal 2: | Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers |
Based on the results reported by First Coast, the Company’s stockholders approved on a non-binding, advisory basis the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 10,141,241 | 10,097,488 | 1,445,708 | 1 |
| Proposal 3: | Approval of an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors. |
Based on the results reported by First Coast, the Company’s stockholders approved the amendment and restatement of the Certificate of Incorporation to declassify the Board.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 18,440,767 | 2,015,688 | 1,227,982 | 1 |
| Proposal 4: | Approval of an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to increase the number of shares authorized for issuance. |
Based on the results reported by First Coast, the Company’s stockholders did not approve the amendment and restatement of the Certificate of Incorporation to increase the number of shares authorized for issuance.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 10,420,914 | 9,945,398 | 1,318,125 | 2 |
| Proposal 5: | Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. |
Based on the results reported by First Coast, the Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For |
Votes Against |
Votes Abstaining | ||
| 19,903,387 | 536,048 | 1,245,004 |
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| Proposal 6: | Proposal submitted by Donovan S. Royal, a stockholder of the Company, with respect to enabling stockholders to call special meetings of stockholders as set forth in the proxy statement. |
Based on the results reported by First Coast, the Company’s stockholders approved the advisory stockholder proposal to permit stockholders to call special meetings of stockholders.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 9,690,802 | 9,080,137 | 2,922,403 | 0 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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 thereunto duly authorized.
| LL FLOORING HOLDINGS, INC. | ||||||
| (Registrant) | ||||||
| Date: July 12, 2024 | By: | /s/ Alice G. Givens | ||||
| Alice G. Givens | ||||||
| Chief Legal, Ethics and Compliance Officer and Corporate Secretary | ||||||
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