Lulu’s holders cut share authorization, elect directors

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What did Lulu’s Fashion Lounge Holdings (LVLU) stockholders vote on at the 2026 annual meeting?

How many Lulu’s (LVLU) shares were represented at the June 9, 2026 annual meeting?

Were Lulu’s (LVLU) director nominees elected at the 2026 annual meeting?

Did Lulu’s Fashion Lounge (LVLU) stockholders approve the new auditor for 2026?

How did Lulu’s (LVLU) stockholders vote on reducing authorized common and preferred shares?

What officer exculpation change did Lulu’s (LVLU) approve in its charter?

Lulu’s Fashion Lounge Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on June 9, 2026.

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8-K

Lulu’s Fashion Lounge Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on June 9, 2026. Stockholders representing 2,720,565 shares, or 94.98% of outstanding common stock as of the April 15, 2026 record date, were present or represented by proxy.

Two Class II directors, Anisa Kumar and Crystal Landsem, were elected to terms running until the 2029 annual meeting. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 3, 2027.

In addition, stockholders approved amendments to the Company’s Certificate of Incorporation to reduce authorized common stock from 250,000,000 to 15,000,000 and authorized preferred stock from 10,000,000 to 500,000, and to provide exculpation to certain officers as permitted under Delaware law.

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

1 item

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.

Shares represented: 2,720,565 shares Director vote – Anisa Kumar: 2,301,513 for; 35,217 withheld Director vote – Crystal Landsem: 2,324,327 for; 12,403 withheld +4 more

7 metrics

Shares represented 2,720,565 shares Present or by proxy at Annual Meeting; 94.98% of outstanding as of April 15, 2026

Director vote – Anisa Kumar 2,301,513 for; 35,217 withheld Class II director election; 383,835 broker non-votes

Director vote – Crystal Landsem 2,324,327 for; 12,403 withheld Class II director election; 383,835 broker non-votes

Auditor ratification votes 2,700,276 for; 20,130 against Deloitte & Touche LLP for fiscal year ending January 3, 2027

Authorized common stock change 250,000,000 to 15,000,000 shares Amendment to Certificate of Incorporation approved by stockholders

Authorized preferred stock change 10,000,000 to 500,000 shares Amendment to Certificate of Incorporation approved by stockholders

Officer exculpation vote 2,328,832 for; 7,790 against Charter amendment to provide exculpation to certain officers

Annual Meeting of Stockholders, broker non-vote, Certificate of Incorporation, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 9, 2026, Lulu’s Fashion Lounge Holdings, Inc. ... held its Annual Meeting of Stockholders"

broker non-vote financial

"Anisa Kumar | 2,301,513 | 35,217 | 383,835 ... BROKER NON-VOTE"

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.

Certificate of Incorporation financial

"Approval of an amendment to the Company’s ... Certificate of Incorporation to decrease the number of authorized shares"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

independent registered public accounting firm financial

"Ratification of the appointment of Deloitte & Touche 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.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Stockholders elected two Class II directors, ratified Deloitte & Touche LLP as auditor, approved reductions in authorized common and preferred shares, and adopted officer exculpation provisions in the Certificate of Incorporation, all based on proposals described in the April 23, 2026 proxy statement.

A total of 2,720,565 shares of common stock were present in person or by proxy, representing 94.98% of outstanding common stock as of the April 15, 2026 record date, indicating very high stockholder participation for the 2026 annual meeting.

Yes. Anisa Kumar received 2,301,513 votes for and 35,217 withheld, and Crystal Landsem received 2,324,327 votes for and 12,403 withheld, with 383,835 broker non-votes for each. Both were elected as Class II directors until the 2029 annual meeting.

Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 3, 2027, with 2,700,276 votes for, 20,130 against, 159 abstentions, and no broker non-votes recorded on this proposal.

Stockholders approved amending the Certificate of Incorporation to reduce authorized common shares from 250,000,000 to 15,000,000 and authorized preferred shares from 10,000,000 to 500,000, with 2,333,879 votes for, 2,839 against, 12 abstentions, and 383,835 broker non-votes.

Stockholders approved an amendment to the Certificate of Incorporation providing exculpation to certain officers as permitted by amendments to the Delaware General Corporation Law, with 2,328,832 votes for, 7,790 against, 108 abstentions, and 383,835 broker non-votes on this governance proposal.

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Accepted by SEC EDGAR 06/10/2026 - 04:01 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

June 9, 2026

Date of Report (Date of earliest event reported)

Lulu’s Fashion Lounge Holdings, Inc.

(Exact name of Registrant as Specified in its Charter)


Delaware	001-41059	20-8442468
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

495 Ryan Avenue, Suite 125

Chico, California 95973

(Address of Principal Executive Offices) (Zip Code)

(530) 343-3545

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 $0.001 per Share	LVLU	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.

On June 9, 2026, Lulu’s Fashion Lounge Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 2,720,565 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), were present in person or represented by proxy at the Annual Meeting, representing approximately 94.98% of the Company’s outstanding Common Stock as of the April 15, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 23, 2026.

Proposal 1 — Election of two Class II directors to serve for a term of office expiring on the date of the 2029 annual meeting of stockholders, and until their respective successors have been duly elected and qualified or until each such director’s earlier death, resignation or removal.


	FOR	WITHHOLD	BROKER NON-VOTE
Anisa Kumar	2,301,513	35,217	383,835
Crystal Landsem	2,324,327	12,403	383,835

Proposal 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2027.

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE

2,700,276	20,130	159	0

Proposal 3 — Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to decrease the number of authorized shares of the Company’s common stock from 250,000,000 to 15,000,000 and decrease the number of authorized shares of the Company’s preferred stock from 10,000,000 to 500,000.

Proposal 4 — Approval of an amendment to the Company’s Certificate of Incorporation to provide exculpation to certain officers of the Company as permitted by amendments to the Delaware General Corporation Law.

Based on the foregoing votes, Anisa Kumar and Crystal Landsem were elected to the Board, and Proposals 2, 3 and 4 were approved.

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.


Date: June 10, 2026	LULU’S FASHION LOUNGE HOLDINGS, INC.

	By:	/s/ Crystal Landsem
		Crystal Landsem
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

BROKER
NON-VOTE

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