Torrid Holdings (NYSE: CURV) stockholders back board nominees and PwC at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Torrid Holdings Inc. reported the results of its annual meeting of stockholders held on June 2, 2026. Stockholders elected Theophlius Killion and Michael A. Shaffer as Class II directors to serve until the 2029 annual meeting and until their successors are elected and qualified.
Stockholders also approved, on an advisory and non-binding basis, the compensation paid to the company’s named executive officers, with 73,167,353 votes in favor. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027.
Positive
- None.
Negative
- None.
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 Theophlius Killion: 68,764,472 votes
Votes for Michael A. Shaffer: 73,128,458 votes
Say-on-pay votes for: 73,167,353 votes
+3 more
6 metrics
Votes for Theophlius Killion
68,764,472 votes
Election as Class II director at 2026 annual meeting
Votes for Michael A. Shaffer
73,128,458 votes
Election as Class II director at 2026 annual meeting
Say-on-pay votes for
73,167,353 votes
Advisory approval of executive compensation
Say-on-pay votes against
54,744 votes
Advisory approval of executive compensation
Auditor ratification votes for PwC
86,664,687 votes
Ratification for fiscal year ending January 30, 2027
Broker non-votes
13,158,070 votes
On director and say-on-pay proposals
Key Terms
Class II Directors, advisory, non-binding basis, broker non-votes, independent registered public accounting firm, +1 more
5 terms
Class II Directors financial
"election of Theophlius Killion and Michael A. Shaffer to the Board of Directors as Class II Directors until the 2029 Annual Meeting"
advisory, non-binding basis financial
"approval on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers"
broker non-votes financial
"Theophlius Killion | 68,764,472 | 4,762,273 | 13,158,070"
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
"ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
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.
annual meeting of stockholders financial
"held its annual meeting of stockholders (the “Annual Meeting”)"
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): June 2, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (626) 667-1002
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
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.
On June 2, 2026, Torrid Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Theophlius Killion and Michael A. Shaffer to the Board of Directors as Class II Directors until the 2029 Annual Meeting and until their successors are duly elected and qualified, (2) approval on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027.
Based on the votes by holders of common stock voting together, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1.Theophlius Killion and Michael A. Shaffer were elected to the Board of Directors as Class II Directors, as follows:
| DIRECTOR NOMINEE | VOTES FOR | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
| Theophlius Killion | 68,764,472 | 4,762,273 | 13,158,070 | |||||||||||||||||
| Michael A. Shaffer | 73,128,458 | 398,287 | 13,158,070 | |||||||||||||||||
2.Stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, as follows:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
| 73,167,353 | 54,744 | 304,648 | 13,158,070 | |||||||||||||||||
3.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027, as follows:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
| 86,664,687 | 15,664 | 4,464 | ||||||||||||
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |||||||
| 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.
| TORRID HOLDINGS INC. | |||||||||||||||||||||||||||||||||||
| By: | /s/ Bridgett C. Zeterberg | ||||||||||||||||||||||||||||||||||
| Name: | Bridgett C. Zeterberg | ||||||||||||||||||||||||||||||||||
| Title: | Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary | ||||||||||||||||||||||||||||||||||
Date: June 3, 2026 | |||||||||||||||||||||||||||||||||||
FAQ
What did Torrid Holdings Inc. (CURV) stockholders decide at the 2026 annual meeting?
Stockholders elected two Class II directors, approved executive compensation on an advisory basis, and ratified PricewaterhouseCoopers LLP as auditor for the fiscal year ending January 30, 2027, confirming the company’s proposed governance and audit arrangements.
Who was elected to Torrid Holdings Inc.’s (CURV) board at the 2026 annual meeting?
Stockholders elected Theophlius Killion and Michael A. Shaffer as Class II directors. They will serve until the 2029 annual meeting and continue until their successors are duly elected and qualified, maintaining continuity on the company’s board of directors.
How did Torrid Holdings Inc. (CURV) stockholders vote on executive compensation in 2026?
Stockholders approved, on an advisory and non-binding basis, the compensation paid to named executive officers with 73,167,353 votes for, 54,744 against, and 304,648 abstentions, plus 13,158,070 broker non-votes, signaling broad support for the company’s pay practices.
Which auditor did Torrid Holdings Inc. (CURV) stockholders ratify for fiscal 2027?
Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027, with 86,664,687 votes for, 15,664 against, and 4,464 abstentions, confirming PwC’s role in auditing the company’s financial statements.
Were there any other matters voted on at Torrid Holdings Inc.’s 2026 annual meeting?
No. The company stated that no other matters were considered or voted on by stockholders at the annual meeting beyond director elections, the advisory say-on-pay vote, and ratification of PricewaterhouseCoopers LLP as independent auditor.
What is the term length for the Class II directors elected at Torrid Holdings Inc. (CURV)?
The Class II directors, Theophlius Killion and Michael A. Shaffer, were elected to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, aligning with the company’s classified board structure.