Board pay, RSU vesting and new chair at Tandy Leather (NASDAQ: TLF)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Tandy Leather Factory, Inc. updated its board governance and reported annual meeting results. The board raised annual cash retainers for non‑employee directors to $20,000, with additional fees of $7,000 for the Audit Committee chair and $3,000 for certain committee roles.
Under the 2023 Stock Incentive Plan, all previously unvested RSUs fully vested as of June 9, 2026, and future RSU grants will vest at the time of grant. The board also appointed John Gehre as Chairman, effective the same date.
At the annual meeting, six directors were elected with about 4.4 million votes each. Stockholders ratified Whitley Penn as independent auditor with 5,622,340 votes for, and approved the advisory vote on executive compensation with 4,370,852 votes for and 455,754 against.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 5.07
2 items
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.
Key Figures
Director annual cash retainer: $20,000
Audit Committee chair extra fee: $7,000
Audit Committee member extra fee: $3,000
+5 more
8 metrics
Director annual cash retainer
$20,000
Non-employee directors annual cash retainer
Audit Committee chair extra fee
$7,000
Additional annual retainer for Audit Committee chair
Audit Committee member extra fee
$3,000
Additional annual retainer for Audit Committee members
Comp and N&G chair extra fee
$3,000
Additional annual retainer for committee chairs
Auditor ratification votes for
5,622,340
Votes for Whitley Penn as auditor for FY 2026
Auditor ratification votes against
627,286
Votes against Whitley Penn as auditor
Say-on-pay votes for
4,370,852
Advisory vote approving executive compensation
Say-on-pay votes against
455,754
Advisory vote opposing executive compensation
Key Terms
2023 Stock Incentive Plan, RSU, annual meeting of stockholders, independent registered public accounting firm, +1 more
5 terms
2023 Stock Incentive Plan financial
"Further, under Section 3.3 of the Tandy Leather Factory, Inc.’s 2023 Stock Incentive Plan, the Administration Committee has determined..."
RSU financial
"all prior RSU grants shall immediately accelerate vesting of all unvested RSUs as of June 9, 2026."
Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.
annual meeting of stockholders regulatory
"On June 9, 2026, Tandy Leather Factory, Inc. (the “Company”) held its annual meeting of stockholders."
independent registered public accounting firm regulatory
"Ratification of the appointment of Whitley Penn as the Company’s independent registered public accounting firm for fiscal year 2026."
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.
advisory vote regarding executive compensation financial
"Proposal 3: Advisory vote regarding executive compensation."
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:)
|
|
|
|
(Exact Name of Registrant as Specified in Its Charter)
|
|
(State or Other Jurisdiction of Incorporation
|
|
|
|
|
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
|
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
(
|
|
(Registrant’s Telephone Number, Including Area Code)
|
|
(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))
|
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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On June 9, 2026, the Board of Directors approved certain changes to the compensation of the Board and Committee Members.
The annual cash retainer fees paid to the non-employee directors are increased to $20,000. The chair of the Audit Committee is paid an additional $7,000;
members of the Audit Committee (including the Chair) are paid an additional retainer of $3,000; and the chairs of the Compensation and Nominating and Governance committees are paid an additional retainer of $3,000 (members not receiving a fee).
Further, under Section 3.3 of the Tandy Leather Factory, Inc.’s 2023 Stock Incentive Plan, the Administration Committee has determined that all prior RSU
grants shall immediately accelerate vesting of all unvested RSUs as of June 9, 2026. For future grants, RSUs shall vest at the time of grant.
Lastly, the Board appointed John Gehre as the Chairman of the Board of Directors, effective June 9, 2026.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
On June 9, 2026, Tandy Leather Factory, Inc. (the “Company”) held its annual meeting of stockholders. The three proposals considered at the annual meeting were voted on as
follows:
Proposal 1: The election of six directors for the ensuing year. The number of votes cast for
and withheld for each nominee for director is set forth below.
|
NOMINEE:
|
FOR:
|
WITHHELD:
|
BROKER NON
VOTES
|
|
Vicki Cantrell
|
4,398,435
|
432,104
|
1,420,087
|
|
John Gehre
|
4,399,193
|
431,346
|
1,420,087
|
|
Jefferson Gramm
|
4,397,105
|
433,434
|
1,420,087
|
|
Johan Hedberg
|
4,399,193
|
431,346
|
1,420,087
|
|
Diana Saadeh-Jajeh
|
4,398,716
|
431,823
|
1,420,087
|
|
John Sullivan
|
4,399,185
|
431,354
|
1,420,087
|
Proposal 2: Ratification of the appointment of Whitley Penn as the Company’s independent
registered public accounting firm for fiscal year 2026. The number of votes cast for and against this proposal, as well as the number of abstentions with respect
to this proposal, are set forth below:
|
FOR
|
AGAINST
|
ABSTAIN
|
|
5,622,340
|
627,286
|
1,000
|
Proposal 3: Advisory
vote regarding executive compensation. The number of votes cast for and against this proposal, as well as the number of abstentions and broker non-votes with respect to this proposal, are set forth below:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER
NON VOTES
|
|
4,370,852
|
455,754
|
3,933
|
1,420,087
|
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.
|
TANDY LEATHER FACTORY, INC.
|
||
|
Date: June 10, 2026
|
By: |
/s/ Johan Hedberg
|
|
Johan Hedberg, Chief Executive Officer
|
||
FAQ
What board compensation changes did Tandy Leather (TLF) approve?
Tandy Leather increased annual cash retainers for non‑employee directors to $20,000. The Audit Committee chair receives an extra $7,000, while Audit Committee members and the chairs of the Compensation and Nominating and Governance committees receive additional $3,000 retainers.
How did Tandy Leather (TLF) change RSU vesting for directors or participants?
All previously unvested RSUs fully vested on June 9, 2026. For future awards under the 2023 Stock Incentive Plan, Tandy Leather determined that RSUs will vest at the time of grant, accelerating recognition compared with typical multi‑year vesting schedules.
Who was appointed Chairman of the Board at Tandy Leather (TLF)?
The board appointed John Gehre as Chairman of the Board of Directors, effective June 9, 2026. He also stood for election as a director at the annual meeting, where he received 4,399,193 votes for and 431,346 votes withheld.
Were all Tandy Leather (TLF) director nominees elected at the annual meeting?
All six nominees for director were elected, each receiving roughly 4.4 million votes for and about 0.43 million votes withheld. Broker non‑votes totaled 1,420,087 for each nominee, indicating shares present but not voted on the election item.
Did Tandy Leather (TLF) stockholders ratify the company’s auditor?
Stockholders ratified Whitley Penn as Tandy Leather’s independent registered public accounting firm for fiscal year 2026. The ratification received 5,622,340 votes for, 627,286 votes against, and 1,000 abstentions, indicating strong overall support for the auditor.