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): May 23, 2018

 

 

 

 

Lumber Liquidators Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation)

001-33767

(Commission File Number)

27-1310817

(IRS Employer

Identification No.)

 

3000 John Deere Road, Toano, Virginia 23168

(Address of Principal Executive Offices) (Zip Code)

 

(757) 259-4280

(Registrant’s telephone number, including area code)

 

Not Applicable

(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):

 

¨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))

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

Lumber Liquidators Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2018. At the Annual Meeting, the stockholders of the Company (i) elected the three Class III directors for three-year terms to hold office until the 2021 Annual Meeting of Stockholders and the one Class I director for a one-year term to hold office until the 2019 Annual Meeting of Stockholders, until their successors are elected and qualified, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, and (iii) approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers. A quorum of the Company’s common stock was present for the Annual Meeting. The following are the results of the matters voted on at the Annual Meeting:

 

(1)In the election of (i) three (3) directors to serve until the 2021 Annual Meeting of Stockholders and until their successors are elected and qualified and (ii) one (1) director to serve until the 2019 Annual Meeting of Stockholders and until his successor is elected and qualified, each nominee was elected by a vote of the stockholders as follows:

 

Director  For  Withheld  Broker
Non-Votes
Douglas T. Moore (term expiring 2021)  13,423,338  324,998  12,630,776
Nancy M. Taylor (term expiring 2021)  13,473,151  275,185  12,630,776
Jimmie L. Wade (term expiring 2021)  13,483,321  265,015  12,630,776
Famous P. Rhodes (term expiring 2019)  13,577,168  171,168  12,630,776

 

 

(2)The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved by stockholders as follows:

 

For

 

Against

 

Abstain

  Broker
Non-Votes
25,700,722  595,789  82,601  —

 

 

(3)The proposal to approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2018 was approved by the stockholders as follows:

 

For

 

 

Against

 

 

Abstain

  Broker
Non-Votes
13,110,822  592,622  44,892  12,630,776

 

 

Item 8.01Other Events.

 

On May 29, 2018, the Company issued a press release announcing the hiring of Charles E. Tyson as Chief Customer Experience Officer, whose first day of employment will be June 4, 2018. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.  Description
    
99.1  Press release dated May 29, 2018

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

       
 

LUMBER LIQUIDATORS HOLDINGS, INC.

      (Registrant)

   
Date: May 29, 2018 By:   /s/ M. Lee Reeves  
    M. Lee Reeves 
    Chief Legal Officer and Corporate Secretary

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description
    
99.1  Press release dated May 29, 2018