On June 27, 2023, the Company held its Annual Meeting. The final voting results for the matters brought before the Annual Meeting are set forth below.
| 1. | Election of Two Class II Director Nominees |
The Company’s stockholders elected, for a three-year term, the following nominees for election as Class II directors of the Board. For each nominee, the votes cast for, the votes withheld and broker non-votes were as follows:
| | | | | | |
| Director | | For | | Withhold | | Broker Non-Votes |
|---|
| Lily Chang | | 33,169,967 | | 956,200 | | 4,149,437 |
| Marybeth Hays | | 33,832,595 | | 293,572 | | 4,149,437 |
| 2. | Ratification of the Appointment of Ernst & Young LLP as JOANN’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 3, 2024 |
The Company’s stockholders ratified the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the independent auditor of the Company for the fiscal year ending February 3, 2024. The votes cast for and against this proposal, as well as the abstentions and broker non-votes were as follows:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
|---|
| 38,050,778 | | 97,170 | | 127,656 | | 0 |
| 3. | Advisory Vote to Approve the Compensation of the Named Executive Officers |
The Company’s stockholders approved, on an advisory basis, a resolution approving the Company’s named executive officer compensation. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
|---|
| 31,142,157 | | 2,929,786 | | 54,224 | | 4,149,437 |
| 4. | Approval of the Amendment and Restatement of the JOANN Inc. 2021 Equity Incentive Plan |
The Company’s stockholders approved the amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. The votes cast for and against this proposal, as well as the abstentions and broker non-votes were as follows:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
|---|
| 28,346,169 | | 3,798,520 | | 1,981,478 | | 4,149,437 |
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| 5. | Approval of the February 2023 Contingent Stock Option Grants Under the Amended and Restated JOANN Inc. 2021 Equity Incentive Plan |
The Company’s stockholders approved the February Contingent Stock Options granted under the amended and restated JOANN Inc. 2021 Equity Incentive Plan. The votes cast for and against this proposal, as well as the abstentions and broker non-votes were as follows:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
|---|
| 28,330,052 | | 3,815,337 | | 1,980,778 | | 4,149,437 |
| 6. | Approval of the April 2023 Contingent Stock Option Grants Under the Amended and Restated JOANN Inc. 2021 Equity Incentive Plan |
The Company’s stockholders approved the April Contingent Stock Options granted under the amended and restated JOANN Inc. 2021 Equity Incentive Plan. The votes cast for and against this proposal, as well as the abstentions and broker non-votes were as follows:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
|---|
| 28,330,169 | | 3,815,211 | | 1,980,787 | | 4,149,437 |
