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): July 10, 2018 

 

TILE SHOP HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

 



 

 

Delaware

001-35629

45-5538095

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)



14000 Carlson Parkway, Plymouth, Minnesota 55441

(Address of principal executive offices, including ZIP code)



(763) 852-2950

(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:

 



 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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.



Tile Shop Holdings, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders on July 10,  2018.  At the meeting:





 

1.

Christopher Cook and Robert Rucker were elected to the Company’s Board of Directors as Class III directors to hold office until the 2021 Annual Meeting of Stockholders.



 

2.

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified.



 

3.

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

Christopher Cook

36,537,944

2,076,543

9,542,869

Robert Rucker

38,174,879

439,608

9,542,869







 

2.

Ratification of selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:





 

 

 

For

Against

Abstain

Broker Non-Votes

48,004,004

99,752

53,600

0







 

3.

Approval, on a non-binding and advisory basis, of named executive officer compensation:







 

 

 

For

Against

Abstain

Broker Non-Votes

37,683,269

849,943

81,275

9,542,869




 

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.
 

 

 

By /s/ Kirk L. Geadelmann  

 

Date: July 11,  2018

Name: Kirk L. Geadelmann 

 

 

Title: Chief Financial Officer