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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/07/21 Lovesac Co. 8-K:5,9 6/07/21 11:245K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 35K
2: EX-3.1 Amended and Restated Certificate of Incorporation HTML 25K
of the Lovesac Company
7: R1 Cover HTML 53K
9: XML IDEA XML File -- Filing Summary XML 12K
6: XML XBRL Instance -- ea142262-8k_thelovesac_htm XML 16K
8: EXCEL IDEA Workbook of Financial Reports XLSX 6K
4: EX-101.LAB XBRL Labels -- love-20210607_lab XML 98K
5: EX-101.PRE XBRL Presentations -- love-20210607_pre XML 65K
3: EX-101.SCH XBRL Schema -- love-20210607 XSD 13K
10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
11: ZIP XBRL Zipped Folder -- 0001213900-21-031240-xbrl Zip 18K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i June 7, 2021
(Exact Name of Registrant as Specified in Charter)
| i Delaware | i 001-38555 | i 32-0514958 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission |
(I.R.S. Employer |
i Two Landmark Square, i Suite 300
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
(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 (see General Instruction A.2. below):
| i ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communication 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 | ||
| i Common Stock, par value $0.00001 per share | i LOVE | i 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. i ☐
C:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of The Lovesac Company (the “Company”) held on June 7, 2021, stockholders approved the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Amended Certificate”) to increase the maximum size of the Company’s Board of Directors to nine (9) directors.
The foregoing description of the Amended Certificate is qualified in its entirety by the full text of the Company’s Amended Certificate, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 7, 2021, the Company held its Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of seven (7) directors.
The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:
| For | Withhold | Broker Non-Vote | ||||||||||
| Mary Fox | 8,619,967 | 3,704,635 | 824,881 | |||||||||
| John Grafer | 6,992,814 | 5,331,788 | 824,881 | |||||||||
| Andrew Heyer | 7,012,743 | 5,311,859 | 824,881 | |||||||||
| Sharon Leite | 12,239,887 | 84,715 | 824,881 | |||||||||
| Walter McLallen | 8,220,955 | 4,103,647 | 824,881 | |||||||||
| Shawn Nelson | 8,763,652 | 3,560,950 | 824,881 | |||||||||
| Shirley Romig | 8,423,931 | 3,900,671 | 824,881 | |||||||||
2. Approval to amend the Company’s Amended and Restated Certificate of Incorporation to increase the maximum size of the Company’s Board of Directors to nine (9) directors.
The amendment to the Company’s Amended and Restated Certificate of Incorporation was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||
| 13,035,807 | 41,493 | 36,187 | 35,996 |
3. Ratification of the appointment of Marcum LLP as independent auditor for the Company for the fiscal year ending January 30, 2022.
The appointment of Marcum LLP as independent auditor for the Company for the fiscal year ending January 30, 2022 was ratified, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||
| 13,112,850 | 1,055 | 35,578 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of The Lovesac Company |
C:
C: 1
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.
| THE LOVESAC COMPANY | |||
| Date: June 7, 2021 | By: | /s/ Donna Dellomo | |
| Name: | Donna Dellomo | ||
| Title: |
Executive Vice President and Chief Financial Officer | ||
2
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/30/22 | 10-K | |||
| Filed on / For Period end: | 6/7/21 | 3, 4, DEF 14A | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/24 Lovesac Co. 10-K 2/04/24 80:24M Workiva Inc Wde… FA01/FA 12/04/23 Lovesac Co. S-8 12/04/23 5:66K EdgarAgents LLC/FA 11/30/23 Lovesac Co. 10-K/A 1/29/23 87:13M Workiva Inc Wde… FA01/FA 11/02/23 Lovesac Co. 10-K/A 1/29/23 70:12M Workiva Inc Wde… FA01/FA 3/29/23 Lovesac Co. 10-K 1/29/23 76:6.5M Workiva Inc Wde… FA01/FA 7/08/22 Lovesac Co. S-8 7/08/22 4:148K Workiva Inc Wde… FA01/FA 3/30/22 Lovesac Co. 10-K 1/30/22 79:66M Workiva Inc Wde… FA01/FA 6/11/21 Lovesac Co. 10-Q 5/02/21 60:3.5M EdgarAgents LLC/FA |