UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Tile Shop Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) online on June 3, 2025, at which a total of 30,433,597 shares were present virtually or by proxy. At the Annual Meeting:
| 1. | Peter J. Jacullo III and Cabell H. Lolmaugh were elected to the Board of Directors of the Company as Class I directors to hold office until the Company’s 2028 Annual Meeting of Stockholders. |
| 2. | The appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified. |
| 3. | The compensation of the Company’s named executive officers was approved, on a non-binding and advisory basis. |
| 4. | A “one year” frequency of future advisory votes on the compensation of the Company’s named executive officers was approved, on a non-binding and advisory basis. |
The voting results for each such matter were as follows:
| 1. | Election of directors: |
| Nominee | For | Withheld | Broker Non-Votes | |||
| Peter J. Jacullo III | 12,276,524 | 1,843,949 | 16,313,124 | |||
| Cabell H. Lolmaugh | 12,332,910 | 1,787,563 | 16,313,124 |
The other members of the Board of Directors whose terms of office continued after the Annual Meeting were Peter H. Kamin, Mark J. Bonney, Deborah K. Glasser, and Linda Solheid.
| 2. | Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: |
| For | Against | Abstain | Broker Non-Votes | |||
| 30,363,572 | 43,845 | 26,180 | — |
| 3. | Approval, on a non-binding and advisory basis, of named executive officer compensation: |
| For | Against | Abstain | Broker Non-Votes | |||
| 13,977,923 | 131,179 | 11,371 | 16,313,124 |
| 4. | Approval, on a non-binding and advisory basis, of a “one year” frequency of future advisory votes on executive compensation: |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 12,443,472 | 7,156 | 1,655,464 | 14,381 | 16,313,124 |
In light of the outcome of the stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, the Board of Directors has determined to hold the advisory vote on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of such votes. Accordingly, the next stockholder advisory vote on executive compensation is expected to be held at the Company’s 2026 Annual Meeting of Stockholders. The next advisory vote on the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2031 Annual Meeting of Stockholders.
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.
| TILE SHOP HOLDINGS, INC. | ||
| Date: June 3, 2025 | By: | /s/ Mark B. Davis |
| Name: | Mark B. Davis | |
| Title: | Senior Vice President, Chief Financial Officer & Secretary | |