Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2023, the Board of Directors (the “Board”) of Lulu’s Fashion Lounge Holdings, Inc. (the “Company”), acting upon the recommendation of the Nominating and Corporate Governance Committee, expanded the size of the Board from ten (10) directors to eleven (11) directors and appointed Kelly McCarthy as a Class I director of the Company, effective as of August 18, 2023. Ms. McCarthy will serve as a director of the Company for a term expiring at the 2025 Annual Meeting of Stockholders, at which time her continued service on the Board will be subject to renomination and stockholder approval. The Board has determined that Ms. McCarthy qualifies as an independent director under Nasdaq rules. Ms. McCarthy's appointment was the result of a search for a new independent director by the Nominating and Corporate Governance Committee, as discussed in the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders filed on May 1, 2023 (the "Proxy Statement"). Additionally, as a result of Ms. McCarthy's appointment, the Board is now composed of a majority of independent directors.
Ms. McCarthy is eligible to participate in the Company's Non-Employee Director Compensation Program. Please see the disclosure in the Proxy Statement under the heading "Director Compensation – Non-Employee Director Compensation Program" for a description of the program. The full text of the Non-Employee Director Compensation Program is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated hereto by reference.
Ms. McCarthy has also entered into the Company’s standard indemnification agreement for directors and officers, a form of which is included as Exhibit 10.8 to the Company’s Form 10-K for the year ended January 1, 2023.
There are no related party transactions between the Company and Ms. McCarthy which would require disclosure under Item 404 of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On August 22, 2023, the Company issued a press release announcing Ms. McCarthy's election to the Board, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained or incorporated in this Item 7.01 of this Current Report is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
