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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 19, 2021

GRAPHIC

Lumber Liquidators Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

   

001-33767

   

27-1310817

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4901 Bakers Mill Lane, Richmond, Virginia

   

23230

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (804) 463-2000

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol:

Name of exchange on which registered:

Common Stock, par value $0.001 per share

LL

New York Stock Exchange

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))

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 Company held its 2021 Annual Meeting on May 19, 2021. At the 2021 Annual Meeting, the stockholders of the Company (i) elected the two Class III directors for three (3)-year terms, the one Class I director for a one (1)-year term, and the one Class II director for a two (2)-year term, each to hold office until the 2024, 2022 and 2023 Annual Meeting of Stockholders, respectively, and until their successors are elected and qualified, (ii) approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. A quorum of the Company’s common stock was present for the 2021 Annual Meeting. The following are the results of the matters voted on at the 2021 Annual Meeting:

(1) In the election of two (2) Class III directors for three (3)-year terms to hold office until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, each Class III director nominee was elected by a vote of the stockholders as follows:

Broker

Director

    

For

    

Withheld

    

Non-Votes

Douglas T. Moore

18,720,686

1,029,000

4,986,668

Nancy M. Taylor

19,114,626

635,060

4,986,668

In the election of one (1) Class I director for a one (1)-year term to hold office until the 2022 Annual Meeting of Stockholders and until his successor is elected and qualified, the Class I director nominee was elected by a vote of the stockholders as follows:

    

    

    

Broker

Director

For

Withheld

Non-Votes

Joseph M. Nowicki

19,512,642

237,044

4,986,668

In the election of one (1) Class II director for a two (2)-year term to hold office until the 2023 Annual Meeting of Stockholders and until his successor is elected and qualified, the Class II director nominee was elected by a vote of the stockholders as follows:

Broker

Director

    

For

    

Withheld

    

Non-Votes

Charles E. Tyson

19,502,186

247,500

4,986,668

(2) The proposal to approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved by the stockholders as follows:

    

    

    

Broker

For

Against

Abstain

Non-Votes

19,085,499

634,751

29,436

4,986,668

(3) The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved by stockholders as follows:

For

    

Against

    

Abstain

24,406,803

315,647

13,904

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LUMBER LIQUIDATORS HOLDINGS, INC.

(Registrant)

Date: May 21, 2021

By:

/s/ Alice G. Givens

Alice G. Givens

Chief Legal Officer and Corporate Secretary

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