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 10, 2012
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.) | ||
| 3000 John Deere Road Toano, Virginia |
23168 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (757) 259-4280
Not applicable
(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:
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on May 10, 2012. At the Annual Meeting, the stockholders of the Company voted on the election of two Class III directors for three-year terms to hold office until the 2015 Annual Meeting of Stockholders, on the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 and on an advisory (non-binding) vote on executive compensation. The following are the results of the matters voted on at the Annual Meeting:
| (1) | In the election of directors, each nominee was elected by a vote of the stockholders as follows: |
| Director |
For |
Withheld |
Broker Non-Votes |
|||||||||
| Douglas T. Moore |
22,382,371 | 256,614 | 3,768,820 | |||||||||
| Jimmie L. Wade |
22,502,137 | 136,848 | 3,768,820 | |||||||||
| (2) | 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, 2012 was approved by stockholders as follows: |
| For |
Against |
Abstain | ||
| 26,181,303 |
203,214 | 23,288 |
| (3) | The proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved by the stockholders as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 22,014,612 |
93,533 |
530,840 |
3,768,820 |
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 hereunto duly authorized.
| LUMBER LIQUIDATORS HOLDINGS, INC. | ||||
| (Registrant) | ||||
| Date: May 10, 2012 | By: | /s/ E. Livingston B. Haskell | ||
| E. Livingston B. Haskell | ||||
| Secretary and General Corporate Counsel | ||||