Build-A-Bear (NYSE: BBW) shareholders back directors, auditors and pay

Rhea-AI Filing Summary

Build-A-Bear Workshop, Inc. reported results from its 2026 Annual Meeting of Stockholders held on June 11, 2026. Stockholders elected three directors – James A. Goldman, Narayan Iyengar, and Lesli Rotenberg – each to serve three-year terms expiring at the 2029 Annual Meeting.

Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027. In addition, stockholders approved, on an advisory basis, the Company’s executive compensation as disclosed in the Annual Meeting proxy statement.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for James A. Goldman: 6,784,486 votes Votes for Narayan Iyengar: 6,651,914 votes Votes for Lesli Rotenberg: 6,415,344 votes +5 more

8 metrics

Votes for James A. Goldman 6,784,486 votes Director election at 2026 Annual Meeting

Votes for Narayan Iyengar 6,651,914 votes Director election at 2026 Annual Meeting

Votes for Lesli Rotenberg 6,415,344 votes Director election at 2026 Annual Meeting

Auditor ratification for votes 9,477,929 votes Ratification of Ernst & Young LLP for fiscal year ending January 30, 2027

Auditor ratification against votes 59,501 votes Ratification of Ernst & Young LLP

Say-on-pay for votes 6,440,665 votes Advisory vote on executive compensation

Say-on-pay against votes 364,143 votes Advisory vote on executive compensation

Broker non-votes on non-routine items 2,606,429 shares Director elections and say-on-pay proposal

Key Terms

Broker Non-Votes, independent registered public accounting firm, advisory vote, executive compensation, +1 more

5 terms

Broker Non-Votes financial

"Nominee | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"Proposal 3.Advisory Vote Approving Executive Compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

executive compensation financial

"approve the executive compensation as disclosed in the Proxy Statement"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001113809 0001113809 2026-06-11 2026-06-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 11, 2026

Build-A-Bear Workshop, Inc.

-------------------------------------------------

(Exact Name of Registrant as Specified in Its Charter)

Delaware --------------------------- (State or Other Jurisdiction of Incorporation) 001-32320 ------------------- (Commission File Number) 43-1883836 --------------------------- (IRS Employer Identification No.)

415 South 18th St., St. Louis, Missouri ---------------------------------------------------- (Address of Principal Executive Offices) 63103 ------------------ (Zip Code)

(314) 423-8000

------------------------------------------

(Registrant’s Telephone Number, Including Area Code)

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 per share	BBW	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.

Build-A-Bear Workshop, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2026. The following proposals were submitted by the Company’s Board of Directors (the “Board”) to a vote of the Company’s stockholders and the final results of the voting on each proposal are noted below.

Proposal 1.Election of Directors

The following three directors were nominated to serve for three-year terms expiring at the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The three directors, as indicated below, were elected as directors of the Company by the requisite affirmative vote of the majority of votes cast in person or by proxy.

Nominee	For	Against	Abstain	Broker Non-Votes
James A Goldman	6,784,486	152,604	2,434	2,606,429
Narayan Iyengar	6,651,914	282,083	5,527	2,606,429
Lesli Rotenberg	6,415,344	474,236	49,944	2,606,429

Proposal 2.Ratification of Appointment of Independent Accountants

The stockholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027. The appointment was approved by the requisite affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

For	Against	Abstain	Broker Non-Votes
9,477,929	59,501	8,523	N/A

Proposal 3.Advisory Vote Approving Executive Compensation

The stockholders were asked to approve the executive compensation as disclosed in the Proxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The proposal was approved by the requisite affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below.

For	Against	Abstain	Broker Non-Votes
6,440,665	364,143	134,716	2,606,429

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit
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.

		BUILD-A-BEAR WORKSHOP, INC
Date: June 12, 2026	By:	/s/ Yevgeny Fundler
		Name: Yevgeny Fundler
		Title: Chief Legal Officer and Secretary

3

FAQ

What did Build-A-Bear (BBW) stockholders decide at the 2026 annual meeting?

Stockholders elected three directors for three-year terms, ratified Ernst & Young LLP as independent accountants, and approved the advisory vote on executive compensation. All three management proposals received the required majority support based on shares represented in person or by proxy.

Which directors were elected at Build-A-Bear’s 2026 annual meeting?

James A. Goldman, Narayan Iyengar, and Lesli Rotenberg were elected to the Board. Each will serve a three-year term expiring at the 2029 Annual Meeting of Stockholders, or until a successor is duly elected and qualified under the company’s governance framework.

Did Build-A-Bear (BBW) stockholders ratify Ernst & Young as auditors?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as Build-A-Bear’s independent registered public accounting firm for the fiscal year ending January 30, 2027, with 9,477,929 votes for, 59,501 against, and 8,523 abstentions recorded in the tally.

How did Build-A-Bear shareholders vote on executive compensation in 2026?

Shareholders approved the advisory proposal on executive compensation with 6,440,665 votes for, 364,143 against, and 134,716 abstentions. Broker non-votes totaled 2,606,429. This vote confirms majority support for the compensation program disclosed in the company’s annual proxy statement.

What were the vote totals for Build-A-Bear’s director nominees in 2026?

James A. Goldman received 6,784,486 votes for, Narayan Iyengar 6,651,914, and Lesli Rotenberg 6,415,344. Each nominee also had relatively low against and abstain totals, with 2,606,429 broker non-votes recorded for the director election proposals.

How many broker non-votes were recorded at Build-A-Bear’s 2026 meeting?

There were 2,606,429 broker non-votes on the director election and advisory compensation proposals. Broker non-votes occur when brokers lack discretionary authority to vote uninstructed shares on certain matters under applicable stock exchange rules.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB