Lulu's Fashion Lounge Holdings, Inc.

Current report (Form 8-K) · Jun 10, 2026 · Item 5.07

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Item 5.07

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Jun 10, 2026

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lvlu-20260609x8k.htm

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8-K · lvlu-20260609x8k.htm iXBRL 0001780201 2026-06-09 2026-06-09 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 June 9, 2026 Date of Report (Date of earliest event reported) Lulu’s Fashion Lounge Holdings, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-41059 20-8442468 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 495 Ryan Avenue , Suite 125 Chico , California 95973 (Address of Principal Executive Offices) (Zip Code) ( 530 ) 343-3545 (Registrant’s Telephone Number, Including Area Code) N/A (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: ☐ 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)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.001 per Share LVLU 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. On June 9, 2026, Lulu’s Fashion Lounge Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 2,720,565 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), were present in person or represented by proxy at the Annual Meeting, representing approximately 94.98% of the Company’s outstanding Common Stock as of the April 15, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026. Proposal 1 — Election of two Class II directors to serve for a term of office expiring on the date of the 2029 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. FOR WITHHOLD BROKER NON-VOTE Anisa Kumar 2,301,513 35,217 383,835 Crystal Landsem 2,324,327 12,403 383,835 Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2027. FOR AGAINST ABSTAIN BROKER NON-VOTE 2,700,276 20,130 159 0 Proposal 3 — Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to decrease the number of authorized shares of the Company’s common stock from 250,000,000 to 15,000,000 and decrease the number of authorized shares of the Company’s preferred stock from 10,000,000 to 500,000. FOR AGAINST ABSTAIN BROKER NON-VOTE 2,333,879 2,839 12 383,835 Proposal 4 — Approval of an amendment to the Company’s Certificate of Incorporation to provide exculpation to certain officers of the Company as permitted by amendments to the Delaware General Corporation Law. FOR AGAINST ABSTAIN BROKER NON-VOTE 2,328,832 7,790 108 383,835 Based on the foregoing votes, Anisa Kumar and Crystal Landsem were elected to the Board, and Proposals 2, 3 and 4 were approved. 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. Date: June 10, 2026 LULU’S FASHION LOUNGE HOLDINGS, INC. By: /s/ Crystal Landsem Crystal Landsem Chief Executive Officer

Document text

8-K · lvlu-20260609x8k.htm iXBRL

0001780201 2026-06-09 2026-06-09
 
 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
 
 June 9, 2026
 Date of Report (Date of earliest event reported)
 

 

 Lulu’s Fashion Lounge Holdings, Inc.
 (Exact name of Registrant as Specified in its Charter)
 
 

 

 

 Delaware
 001-41059
 20-8442468

 (State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification Number)

 
 495 Ryan Avenue , Suite 125
 Chico , California 95973
 (Address of Principal Executive Offices) (Zip Code)
 ( 530 ) 343-3545
 (Registrant’s Telephone Number, Including Area Code)
 N/A
 (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:
 ☐ 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))
 
 

 

 

 Securities registered pursuant to Section 12(b) of the Act:

 
 

 

 

 

 

 Title of Each Class
 
 Trading
 Symbol(s)
 
 Name of Each Exchange
 on Which Registered

 Common Stock, par value $0.001 per Share
 
 LVLU
 
 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.
 On June 9, 2026, Lulu’s Fashion Lounge Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 2,720,565 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), were present in person or represented by proxy at the Annual Meeting, representing approximately 94.98% of the Company’s outstanding Common Stock as of the April 15, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026.
 Proposal 1 — Election of two Class II directors to serve for a term of office expiring on the date of the 2029 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.
 
 

 

 

 
 FOR
 
 WITHHOLD
 
 BROKER
 NON-VOTE

 Anisa Kumar
 2,301,513
 
 35,217
 
 383,835

 Crystal Landsem
 2,324,327
 
 12,403
 
 383,835

 
 Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2027.
 
 FOR
 
 AGAINST
 
 ABSTAIN
 
 BROKER
 NON-VOTE

 
 
 
 
 
 
 

 2,700,276
 
 20,130
 
 159
 
 0

 
 Proposal 3 — Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to decrease the number of authorized shares of the Company’s common stock from 250,000,000 to 15,000,000 and decrease the number of authorized shares of the Company’s preferred stock from 10,000,000 to 500,000.
 
 
 

 

 

 

 FOR
 
 AGAINST
 
 ABSTAIN
 
 BROKER
 NON-VOTE

 
 
 
 
 
 
 

 2,333,879
 
 2,839
 
 12
 
 383,835

 
 Proposal 4 — Approval of an amendment to the Company’s Certificate of Incorporation to provide exculpation to certain officers of the Company as permitted by amendments to the Delaware General Corporation Law.
 

 

 

 

 FOR
 
 AGAINST
 
 ABSTAIN
 
 BROKER
 NON-VOTE

 
 
 
 
 
 
 

 2,328,832
 
 7,790
 
 108
 
 383,835

 
 Based on the foregoing votes, Anisa Kumar and Crystal Landsem were elected to the Board, and Proposals 2, 3 and 4 were approved.
 
 
 
 
 

 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.
 

 Date: June 10, 2026
 LULU’S FASHION LOUNGE HOLDINGS, INC.

  
  
  

  
 By:
 /s/ Crystal Landsem

  
  
 Crystal Landsem

  
  
 Chief Executive Officer

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