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TTSH Tile Shop Hldgs

Employees

Data from SEC filings
Employee count
CEO pay ratio
CEO Salary
Median Employee Salary

ESG framework mentions

In last year of SEC filings
Sustainability Accounting Standards Board (SASB)
No mentions
Global Reporting Initiative (GRI)
No mentions
Task Force on Climate-related Financial Disclosures (TCFD)
No mentions
UN Sustainable Development Goals (SDGs)
No mentions

Shareholder alignment

Proxy contests and exempt solicitations in last 3 years

No recent proxy contest or exempt solicitation filings from shareholders.

Vote support at last AGM


The Company held the Annual Meeting online on July 20, 2021, at which a total of 38,601,991 shares were present virtually or by proxy.

Under the terms of the Stipulation memorializing the terms of the settlement of the litigation brought against the Company and certain current and former directors of the Company by K-Bar Holdings LLC and Wynnefield Capital, Inc. in the Delaware Court of Chancery, the Company agreed to submit to its stockholders proposals regarding certain potential changes to the Certificate of Incorporation and the Bylaws related to corporate governance. Accordingly, at the Annual Meeting, the Company sought approval by the Company’s stockholders of the amendment of the Certificate of Incorporation to establish the Transaction Committee, the amendment of the Certificate of Incorporation to require a “majority of the public stockholders” vote for certain subsequent changes to the Certificate of Incorporation and the Bylaws, and the amendment and restatement of the Bylaws to require a “majority of the public stockholders” vote for certain subsequent changes to the Certificate of Incorporation and the Bylaws, as described in the Proxy Statement. At the Annual Meeting, the Company’s stockholders approved the amendment of the Certificate of Incorporation to establish the Transaction Committee, but did not approve the other proposed amendment of the Certificate of Incorporation or the proposed amendment and restatement of the Bylaws.

At the Annual Meeting:

1.Deborah K. Glasser and Linda Solheid were elected to the Board as Class III directors to hold office until the Company’s 2024 Annual Meeting of Stockholders.


2.The amendment of the Certificate of Incorporation to establish the Transaction Committee, which amendment was required to be submitted to the Company’s stockholders pursuant to the Stipulation, was approved. The Transaction Committee consists of Mark J. Bonney (chair) and Linda Solheid.


3.The amendment of the Certificate of Incorporation to require a “majority of the public stockholders” vote for certain subsequent changes to the Certificate of Incorporation and the Bylaws, which amendment was required to be submitted to the Company’s stockholders pursuant to the Stipulation, was not approved.


4.The amendment and restatement of the Bylaws to require a “majority of the public stockholders” vote for certain subsequent changes to the Certificate of Incorporation and the Bylaws, which amendment was required to be submitted to the Company’s stockholders pursuant to the Stipulation, was not approved.


5.The 2021 Plan was approved.


6.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified.


7.The compensation of the Company’s named executive officers was approved, on a non-binding and advisory basis.


The voting results for each such matter were as follows:

1.Election of directors:


NomineeForWithheldBroker Non-Votes
Deborah K. Glasser26,677,712848,14911,076,130
Linda Solheid25,589,9121,935,94911,076,130


The other members of the Board whose terms of office continued after the Annual Meeting were Peter H. Kamin, Mark J. Bonney, Peter J. Jacullo III and Cabell H. Lolmaugh.

2.Approval of the amendment of the Certificate of Incorporation to establish the Transaction Committee:


ForAgainstAbstainBroker Non-Votes
26,573,254124,536828,07111,076,130


3.Approval of the amendment of the Certificate of Incorporation to require a “majority of the public stockholders” vote for certain subsequent changes to the Certificate of Incorporation and the Bylaws:


ForAgainstAbstainBroker Non-Votes
26,167,739508,641849,48111,076,130


4.Approval of the amendment and restatement of the Bylaws to require a “majority of the public stockholders” vote for certain subsequent changes to the Certificate of Incorporation and the Bylaws:


ForAgainstAbstainBroker Non-Votes
26,119,092510,553896,21611,076,130


5.Approval of the 2021 Plan:


ForAgainstAbstainBroker Non-Votes
25,206,4392,225,73993,68311,076,130


6.Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:


ForAgainstAbstainBroker Non-Votes
34,618,5403,820,270163,1810


7.Approval, on a non-binding and advisory basis, of named executive officer compensation:


ForAgainstAbstainBroker Non-Votes
25,491,6941,932,496101,67111,076,130


Pursuant to the Stipulation, Messrs. Jacullo, Kamin and Lolmaugh voted for Proposals 2, 3 and 4. Pursuant to the Stipulation, all shares purchased by Messrs. Kamin and Jacullo and entities affiliated with them between October 23 and November 8, 2019 (“Kamin and Jacullo Post-Announcement Shares”) were voted in the same proportion as the vote of shares held by Outside Stockholders on Proposals 1, 5, 6 and 7. “Outside Stockholders” means the Company’s public stockholders excluding Cabell Lolmaugh, Robert A. Rucker, Peter J. Jacullo III, Peter H. Kamin, Todd Krasnow and Philip B. Livingston (certain of our current and former directors who were individual defendants in the litigation described above) and the Company, any director or officer of the Company and their immediate family members, affiliates, or entities they control and the employees thereof.