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Solo Brands (SBDS) holders approve expanded incentive plan and elect directors

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Solo Brands, Inc. held its 2026 Annual Meeting of Stockholders on May 22, 2026, where stockholders approved an Amended and Restated 2021 Incentive Award Plan that increases the number of shares of Class A common stock authorized for issuance under the plan. A total of 2,005,034 shares of Class A common stock outstanding as of March 24, 2026 were present in person or by proxy, representing a quorum. Stockholders elected Class II directors Paul Furer and Peter Laurinaitis to terms ending at the 2029 annual meeting, ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, and approved an adjournment proposal that ultimately was not used because the incentive plan proposal passed.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Shares represented at meeting 2,005,034 shares Class A common stock present or by proxy as of March 24, 2026
Votes for director Paul Furer 1,320,565 votes Election as Class II director to serve until 2029 annual meeting
Votes for director Peter Laurinaitis 1,321,619 votes Election as Class II director to serve until 2029 annual meeting
Votes for auditor ratification 1,823,580 votes Ratification of BDO USA, P.C. for year ending December 31, 2026
Votes for incentive plan approval 1,290,420 votes Approval of Amended and Restated 2021 Incentive Award Plan
Broker non-votes on plan 655,734 votes Broker non-votes on incentive plan proposal
Votes for adjournment proposal 1,286,432 votes Approval to adjourn Annual Meeting, ultimately not used
Amended and Restated 2021 Incentive Award Plan financial
"stockholders approved the Company’s Amended and Restated 2021 Incentive Award Plan"
independent registered public accounting firm financial
"Ratification of the appointment of BDO USA, P.C. 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.
Broker Non-Votes financial
"Votes FOR | Votes WITHHELD | 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.
quorum regulatory
"were present in person or represented by proxy at the meeting, representing a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Annual Meeting of Stockholders regulatory
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
Understanding 8-K Material Events →
0001870600☐00018706002026-05-222026-05-22


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): May 22, 2026

Solo Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-40979
Delaware87-1360865
State or Other Jurisdiction of
Incorporation or Organization		I.R.S. Employer Identification No.
1001 Mustang Dr.
Grapevine,TX76051
Address of Principal Executive OfficesZip Code
(817) 900-2664
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:

☐    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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.001 par value per shareSBDS
OTCQB Venture 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2026, Solo Brands, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Amended and Restated 2021 Incentive Award Plan (the “Incentive Plan”). The Incentive Plan provides for an increase in the number of shares of the Company’s Class A common stock authorized for issuance under the Incentive Plan. A description of the Incentive Plan is included in the section titled “Proposal 3: Approval of the Solo Brands, Inc. Amended and Restated 2021 Incentive Award Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.
The foregoing description of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 22, 2026, a total of 2,005,034 shares of the Company’s Class A common stock outstanding as of the close of business on March 24, 2026 were present in person or represented by proxy at the meeting, representing a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Definitive Proxy Statement.
Proposal 1 – Election of two Class II directors to serve until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified.
Votes FORVotes WITHHELDBroker Non-Votes
Paul Furer1,320,56528,735655,734
Peter Laurinaitis1,321,61927,681655,734
Proposal 2 – Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
1,823,580181,296158—
Proposal 3 – Approval of the Company’s Amended and Restated 2021 Incentive Award Plan to increase the number of shares available for issuance under the Incentive Plan.
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
1,290,42058,762118655,734
Proposal 4 – Approval to adjourn the Annual Meeting.
Votes FOR
Votes AGAINST
Votes ABSTAINED
Broker Non-Votes
1,286,432
62,449
419
655,734
Although Proposal 4 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposal 3.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No.Description of Exhibits
10.1
Amended and Restated 2021 Incentive Award Plan
104Cover Page Interactive Data File (formatted as inline XBRL)


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 thereunto duly authorized.
Solo Brands, Inc.
(Registrant)
Date:May 26, 2026By:/s/ Chris Blevins
Chris Blevins
General Counsel and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Solo Brands, Inc. (SBDS) stockholders approve at the 2026 Annual Meeting?

Stockholders approved the Amended and Restated 2021 Incentive Award Plan, increasing shares available for issuance. They also elected two Class II directors, ratified BDO USA, P.C. as auditor, and approved a potential adjournment that was not ultimately needed.

How many Solo Brands (SBDS) shares were represented at the 2026 Annual Meeting?

A total of 2,005,034 shares of Class A common stock, outstanding as of March 24, 2026, were present in person or represented by proxy. This level of participation satisfied quorum requirements for conducting official business at the meeting.

Which directors of Solo Brands (SBDS) were elected at the 2026 Annual Meeting?

Stockholders elected Class II directors Paul Furer and Peter Laurinaitis. Furer received 1,320,565 votes for, and Laurinaitis received 1,321,619 votes for, with both set to serve until the 2029 annual meeting and until successors are duly elected and qualified.

Who is Solo Brands’ (SBDS) independent auditor for the year ending December 31, 2026?

BDO USA, P.C. was ratified as the independent registered public accounting firm for the year ending December 31, 2026, receiving 1,823,580 votes for, 181,296 votes against, and 158 abstentions, with no broker non-votes reported on this proposal.

How did Solo Brands (SBDS) stockholders vote on the amended 2021 Incentive Award Plan?

The Amended and Restated 2021 Incentive Award Plan received 1,290,420 votes for, 58,762 votes against, and 118 abstentions, with 655,734 broker non-votes. Approval allows an increased number of Class A common shares to be issued under the company’s incentive plan.

Was the proposal to adjourn Solo Brands’ 2026 Annual Meeting used?

Stockholders approved the adjournment proposal with 1,286,432 votes for, 62,449 against, 419 abstentions, and 655,734 broker non-votes. However, an adjournment was not necessary because the incentive plan proposal was approved during the scheduled meeting.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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