Torrid Holdings Inc.

8-K · thi-20260602.htm iXBRL

0001792781 2026-06-02 2026-06-02

 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 2, 2026

 TORRID HOLDINGS INC.
 (Exact name of registrant as specified in its charter)

 Delaware 001-40571 84-3517567
 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 18501 East San Jose Avenue
 City of Industry , California 91748
 (Address of Principal Executive Offices) (Zip Code)
 Registrant’s telephone number, including area code: (626) 667-1002

 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 CURV 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.
 On June 2, 2026, Torrid Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Theophlius Killion and Michael A. Shaffer to the Board of Directors as Class II Directors until the 2029 Annual Meeting and until their successors are duly elected and qualified, (2) approval on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
 Based on the votes by holders of common stock voting together, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
 1. Theophlius Killion and Michael A. Shaffer were elected to the Board of Directors as Class II Directors, as follows:

 DIRECTOR NOMINEE VOTES FOR ABSTENTIONS BROKER NON-VOTES
 Theophlius Killion 68,764,472 4,762,273 13,158,070
 Michael A. Shaffer 73,128,458 398,287 13,158,070

 2. Stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, as follows:

 VOTES FOR VOTES AGAINST ABSTENTIONS BROKER
NON-VOTES
 73,167,353 54,744 304,648 13,158,070

 3. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027, as follows:

 VOTES FOR VOTES AGAINST ABSTENTIONS
 86,664,687 15,664 4,464

 No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits.

 Exhibit No. Exhibit Description

 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.

  

 TORRID HOLDINGS INC.

 By: /s/ Bridgett C. Zeterberg
 Name: Bridgett C. Zeterberg
 Title: Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary
 Date: June 3, 2026