[8-K] Crown Crafts Inc Reports Material Event

Rhea-AI Filing Summary

Crown Crafts, Inc. filed an 8-K reporting that it issued a press release announcing financial results for the first quarter of fiscal 2026, which ended June 29, 2025; that press release is attached as Exhibit 99.1 dated August 13, 2025. The company held its 2025 Annual Meeting of Stockholders on August 12, 2025 at its Gonzales, Louisiana offices.

At the meeting shareholders elected Olivia W. Elliott as a Class I director with 4,792,660 votes in favor and 149,355 withheld, with 2,963,276 broker non-votes. A non-binding advisory vote on named executive officer compensation passed 4,563,492 to 197,766 with 180,757 abstentions. Shareholders ratified KPMG LLP as auditor with 7,676,998 votes for. On the advisory frequency vote, 2,482,926 chose a three-year frequency and the Board resolved to hold advisory pay votes every three years. The filing is signed by Claire K. Spencer, Vice President and Chief Financial Officer.

Positive

• Press release attached as Exhibit 99.1 announcing Q1 FY2026 results for the period ended June 29, 2025
• Olivia W. Elliott elected as Class I director with 4,792,660 votes in favor
• KPMG LLP ratified as independent registered public accounting firm with 7,676,998 votes for
• Advisory vote on executive compensation approved (non-binding) with 4,563,492 votes for
• Board adopted three-year advisory vote frequency after shareholders recommended three years (2,482,926 votes)

Negative

• Large broker non-votes of 2,963,276 occurred on several proposals
• Advisory votes are non-binding, so shareholder approval does not itself change compensation arrangements
• Opposition and abstentions on the advisory compensation vote were non-negligible (197,766 against; 180,757 abstain)
• Financial details not presented inline in the 8-K body; the quarter's numeric results are only in Exhibit 99.1

Insights

Corporate Governance Expert

TL;DR: Routine governance outcomes—director elected and auditor ratified; advisory votes passed but non-binding.

The 8-K documents standard annual meeting results: election of a Class I director and ratification of KPMG as the independent auditor. The shareholder advisory vote on executive compensation was approved on a non-binding basis, and shareholders recommended a three-year advisory frequency, which the Board adopted. The large number of broker non-votes (2,963,276) is observable in the tallies and reflects shares voted by brokers for certain proposals.

Financial Analyst

TL;DR: No financial statements are included in the body of the 8-K; results are provided via an attached press release (Exhibit 99.1).

The filing furnishes a press release announcing Q1 FY2026 results for the period ended June 29, 2025, rather than presenting inline financial details. Governance votes were resolved with clear majorities for the listed proposals, and the auditor ratification received strong support. Investors seeking the quarter's numeric results must consult Exhibit 99.1 attached to this 8-K.

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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): August 12, 2025

Crown Crafts, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-7604	58-0678148
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

916 South Burnside Avenue, Gonzales, LA	70737
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (225) 647-9100

(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)

☐ 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	CRWS	Nasdaq Capital Market

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 2.02.          Results of Operations and Financial Condition.

On August 13, 2025, Crown Crafts, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2026, which ended June 29, 2025. A copy of that press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02 and in Exhibit 99.1 attached hereto is “furnished”, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in any such filings.

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

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on August 12, 2025 at the Company’s executive offices, located at 916 South Burnside Avenue, Third Floor, Gonzales, Louisiana.

At the Annual Meeting, the Company’s stockholders:

(i) elected Olivia W. Elliott, the Class I director nominee to the Company’s Board of Directors (the “Board”) to serve until the Company’s Annual Meeting of Stockholders to be held in 2028 (the “2028 Annual Meeting”) and until her successor is elected and qualified or until her earlier death, resignation or removal from office;

(ii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers;

(iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 29, 2026; and

(iv) recommended on a non-binding advisory basis, a preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers of every “3 years”.

The voting results on each of the proposals voted on by the Company’s stockholders at the Annual Meeting are set forth below. Such proposals are further described in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on June 27, 2025.

PROPOSAL 1: ELECTION OF DIRECTOR

To elect one Class I director to the Board to serve until the 2028 Annual Meeting and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal from office.

Class I Director
Nominee	For	Authority Withheld	Broker Non-Votes
Olivia W. Elliott	4,792,660	149,355	2,963,276

PROPOSAL 2: ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

For	Against	Abstain	Broker Non-Votes
4,563,492	197,766	180,757	2,963,276

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 29, 2026.

For	Against	Abstain	Broker Non-Votes
7,676,998	192,485	35,808	0

PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S EXECUTIVE COMPENSATION

To vote, on a non-binding advisory basis, on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers.

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
2,235,514	136,325	2,482,926	87,250	2,963,276

Based on the voting results and the Board’s consideration of the appropriate frequency for the Company at this time, the Board resolved that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every three years.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated August 13, 2025.

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 thereunto duly authorized.

	CROWN CRAFTS, INC.
Date: August 13, 2025	By:	/s/ Claire K. Spencer
		CLAIRE K. SPENCER
		Vice President and Chief Financial Officer

FAQ

What did Crown Crafts (CRWS) report in this 8-K?

The company furnished a press release announcing Q1 FY2026 results for the period ended June 29, 2025 (attached as Exhibit 99.1) and disclosed the August 12, 2025 Annual Meeting results.

Who was elected to the Board at Crown Crafts' 2025 Annual Meeting (CRWS)?

Olivia W. Elliott was elected Class I director with 4,792,660 votes for, 149,355 withheld and 2,963,276 broker non-votes.

What were the results of the advisory vote on executive compensation (CRWS)?

The non-binding advisory vote on named executive officer compensation passed with 4,563,492 votes for, 197,766 against and 180,757 abstentions; broker non-votes totaled 2,963,276.

Was the company’s auditor ratified at the meeting (CRWS)?

Yes. Shareholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending March 29, 2026, with 7,676,998 votes for.

What did shareholders decide about the frequency of future advisory votes on compensation (CRWS)?

Shareholders recommended a three-year frequency with 2,482,926 votes, and the Board resolved to hold advisory votes on executive compensation every three years.

Where can I find the quarter's financial results referenced in the 8-K (CRWS)?

The financial results are included in the press release attached as Exhibit 99.1 to the 8-K, dated August 13, 2025.