BUILD-A-BEAR WORKSHOP INC

8-K · bbw20260610_8k.htm iXBRL

0001113809

 2026-06-11
 2026-06-11

  

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 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, 2026

  

 Build-A-Bear Workshop, Inc.

 -------------------------------------------------

 (Exact Name of Registrant as Specified in Its Charter)

  

 Delaware

 ---------------------------

 (State or Other Jurisdiction

 of Incorporation)

 001-32320

 -------------------

 (Commission

 File Number)

 43-1883836

 ---------------------------

 (IRS Employer

 Identification No.)

  

 415 South 18th St. , St. Louis , Missouri

 ----------------------------------------------------

 (Address of Principal Executive Offices)

 63103

 ------------------

 (Zip Code)

  

 ( 314 ) 423-8000

 ------------------------------------------

 (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 ( 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))

  

 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 $0.01 per share

 BBW

 New York Stock Exchange

  

 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.

  

 Build-A-Bear Workshop, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026. The following proposals were submitted by the Company’s Board of Directors (the “Board”) to a vote of the Company’s stockholders and the final results of the voting on each proposal are noted below.

  

 Proposal 1.Election of Directors

  

 The following three directors were nominated to serve for three-year terms expiring at the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The three directors, as indicated below, were elected as directors of the Company by the requisite affirmative vote of the majority of votes cast in person or by proxy.

  

 Nominee

 For

 Against

 Abstain

 Broker Non-Votes

 James A Goldman

 6,784,486
 152,604
 2,434
 2,606,429

 Narayan Iyengar

 6,651,914
 282,083
 5,527
 2,606,429

 Lesli Rotenberg

 6,415,344
 474,236
 49,944
 2,606,429

  

 Proposal 2.Ratification of Appointment of Independent Accountants

  

 The stockholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027. The appointment was approved by the requisite affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

  

 For

 Against

 Abstain

 Broker Non-Votes

 9,477,929
 59,501
 8,523
 N/A

  

 Proposal 3.Advisory Vote Approving Executive Compensation

  

 The stockholders were asked to approve the executive compensation as disclosed in the Proxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The proposal was approved by the requisite affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

  

 For

 Against

 Abstain

 Broker Non-Votes

 6,440,665
 364,143
 134,716
 2,606,429

  

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 Item 9.01 Financial Statements and Exhibits .

  

  

 (d)

 Exhibits

  

 Exhibit Number

 Description of Exhibit

  
  

 104

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

  

  

 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.

  

 BUILD-A-BEAR WORKSHOP, INC

  
  
  
  

 Date: June 12, 2026

 By:

 /s/  Yevgeny Fundler

 Name: Yevgeny Fundler

 Title: Chief Legal Officer and Secretary

  

  

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