Torrid Holdings Inc 8-K, filed Jun 12, 2023
Torrid Holdings Inc. (CURV)
8-K
2023-06-12
For: 2023-06-08
View Original
Added on
April 07, 2026
About this 8-K
Torrid Holdings Inc filed this 8-K on June 12, 2023, reporting on events of June 8, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 8, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (626) 667-1002
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):
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2023, Torrid Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Theophilus Killion and Michael Shaffer to the Board of Directors as Class II Directors until the 2026 Annual Meeting and until their successors are duly elected and qualified, (2) approval on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, (3) approval, on an advisory, non-binding basis, the frequency of future advisory votes on named executive officer compensation, and (4) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024.
Based on the votes by holders of common stock voting together, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1.Theophilus Killion and Michael Shaffer were elected to the Board of Directors as Class II Directors, as follows:
DIRECTOR NOMINEE | VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||
Theophilus Killion Harper | 92,080,921 | 0 | 495,325 | 2,118,561 | ||||||||||||||||||||||
Michael Shaffer | 92,085,784 | 0 | 490,462 | 2,118,561 | ||||||||||||||||||||||
2.Stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, as follows:
VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||||||||||
92,483,676 | 76,766 | 15,804 | 2,118,561 | |||||||||||||||||
3.Stockholders approved, on an advisory, non-binding basis, annual future advisory votes on named executive officer compensation, as follows:
1 YEAR | 2 YEARS | 3 YEARS | ABSTENTIONS | BROKER NON-VOTES | ||||||||||||||||||||||
92,554,533 | 1,882 | 17,831 | 2,000 | 2,118,561 | ||||||||||||||||||||||
4.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024, as follows:
VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
94,669,025 | 7,683 | 18,099 | ||||||||||||
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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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.
| Torrid Holdings Inc. | ||||||||
| By: | /s/ Bridgett C. Zeterberg | |||||||
| Name: | Bridgett C. Zeterberg | |||||||
| Title: | Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary | |||||||
| Date: June 12, 2023 | ||||||||
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