Lovesac holders elect board, OK pay and auditor

The Lovesac Company reported the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

The Lovesac Company reported the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected eight directors to the Board, including Alan Boehme, Wan Ling Martello, and CEO Shawn Nelson, with each nominee receiving strong majority support.

Stockholders gave advisory approval to the Company’s fiscal 2026 executive compensation, with 6,759,080 votes for, 2,563,546 against, and 2,954 abstentions, plus 1,922,827 broker non-votes. They also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending January 31, 2027, with 11,204,442 votes for, 36,480 against, and 7,485 abstentions.

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, or exhibit attachments filed with this report.

Key Figures

Say-on-pay votes for: 6,759,080 votes Say-on-pay votes against: 2,563,546 votes Auditor ratification votes for: 11,204,442 votes +3 more

6 metrics

Say-on-pay votes for 6,759,080 votes Advisory approval of fiscal 2026 executive compensation

Say-on-pay votes against 2,563,546 votes Advisory approval of fiscal 2026 executive compensation

Auditor ratification votes for 11,204,442 votes Ratification of Deloitte & Touche LLP for FY ending Jan 31, 2027

Auditor ratification votes against 36,480 votes Ratification of Deloitte & Touche LLP for FY ending Jan 31, 2027

Auditor ratification abstentions 7,485 votes Ratification of Deloitte & Touche LLP for FY ending Jan 31, 2027

Broker non-votes on Proposal 2 1,922,827 votes Advisory vote on fiscal 2026 executive compensation

Key Terms

Broker Non-Vote, advisory approval, named executive officers, independent auditor, +1 more

5 terms

Broker Non-Vote financial

"For | Withhold | Broker Non-Vote Alan Boehme | 9,308,778 | 16,802 | 1,922,827"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

advisory approval financial

"PROPOSAL 2 - Advisory approval of the Company's fiscal 2026 compensation"

named executive officers financial

"Advisory approval of the Company's fiscal 2026 compensation for its named executive officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent auditor financial

"Ratification of the appointment of Deloitte & Touche LLP as independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Annual Meeting of Stockholders financial

"at the 2026 Annual Meeting of Stockholders of The Lovesac Company"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did The Lovesac Company (LOVE) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing eight directors, giving advisory approval to fiscal 2026 executive compensation, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending January 31, 2027.

Were all director nominees elected at The Lovesac Company (LOVE) 2026 annual meeting?

Yes. All eight nominees, including Alan Boehme, Wan Ling Martello, Shawn Nelson, and others, were elected to the Board of Directors with clear majorities of votes cast in favor, alongside broker non-votes recorded for each nominee.

How did The Lovesac Company (LOVE) shareholders vote on executive compensation for fiscal 2026?

Shareholders approved the advisory vote on fiscal 2026 executive compensation, with 6,759,080 votes for, 2,563,546 against, 2,954 abstentions, and 1,922,827 broker non-votes, indicating majority support for the company’s named executive officer pay program.

Did The Lovesac Company (LOVE) shareholders ratify Deloitte & Touche as auditor?

Yes. Deloitte & Touche LLP was ratified as independent auditor for the fiscal year ending January 31, 2027, receiving 11,204,442 votes for, 36,480 against, and 7,485 abstentions, with no broker non-votes reported on this proposal.

What is a broker non-vote in The Lovesac Company (LOVE) 2026 voting results?

A broker non-vote occurs when brokers hold shares for clients but do not receive voting instructions for certain non-routine matters. In Lovesac’s 2026 meeting, 1,922,827 broker non-votes were reported on the director elections and the executive compensation advisory proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/09/2026 - 04:49 PM EDT

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): June 9, 2026

THE LOVESAC COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-38555

32-0514958

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)

421 Atlantic Street

Stamford, Connecticut 06901

(Address of Principal Executive Offices, and Zip Code)

(888) 636-1223

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))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.00001 per share

LOVE

The NASDAQ Stock Market LLC

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

The following are the voting results on the three proposals considered and voted upon at the 2026 Annual Meeting of Stockholders of The Lovesac Company held on June 9, 2026, all of which were described in the Company's Proxy Statement and supplements:

PROPOSAL 1 - Election of eight (8) directors.


	For	Withhold	Broker Non-Vote
Alan Boehme	9,308,778	16,802	1,922,827
Andrew Heyer	6,937,893	2,387,687	1,922,827
Sharon Leite	7,989,365	1,336,215	1,922,827
Wan Ling Martello	9,314,084	11,496	1,922,827
Walter McLallen	8,003,837	1,321,743	1,922,827
Vineet Mehra	8,012,726	1,312,854	1,922,827
Shawn Nelson	9,307,843	17,737	1,922,827
Shirley Romig	8,004,439	1,321,141	1,922,827

PROPOSAL 2 - Advisory approval of the Company's fiscal 2026 compensation for its named executive officers.


For	Against	Abstain	Broker Non-Vote
6,759,080	2,563,546	2,954	1,922,827

PROPOSAL 3 - Ratification of the appointment of Deloitte & Touche LLP as independent auditor for the Company for the fiscal year ending January 31, 2027.


For	Against	Abstain	Broker Non-Vote
11,204,442	36,480	7,485	0

Pursuant to the foregoing votes, the eight nominees listed above were elected to serve on the Company’s Board of Directors, and Proposal 2 and Proposal 3 were approved.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.


Dated: June 9, 2026

	THE LOVESAC COMPANY

	By:	/s/ Megan C. Preneta
	Name:	Megan C. Preneta
	Title:	Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents