As described in the preliminary proxy statement filed on May 10, 2024 (the “Preliminary Proxy Statement”) by LL Flooring Holdings, Inc. (the “Company”), the Company’s non-employee directors in 2023 received a portion of the payment for their annual board compensation in restricted stock and a portion in cash. The restricted stock portion of the retainer was granted on the date of the Company’s 2023 Annual Meeting of Stockholders and vests on the date of the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”).
On May 16, 2024, the Board of Directors (the “Board”) of the Company determined that, due to current business conditions, the Board believes it to be in the best interests of the Company and its stockholders to minimize dilution of the Company’s stock and forgo the equity retainer of their annual Board compensation that would otherwise be granted on the date of the 2024 Annual Meeting and vest on the date of the Company’s 2025 Annual Meeting of Stockholders. Accordingly, the independent directors of the Board will receive a cash retainer, committee membership retainers and, as applicable, committee and Board chairperson retainers paid quarterly in arrears, in the amounts described in the Preliminary Proxy Statement. The independent directors of the Board may continue to elect to defer all or a portion of these retainers and have such compensation invested in deferred stock units.
Important Additional Information and Where to Find It
LL Flooring Holdings, Inc. (the “Company”) plans to file proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for 2024 Annual Meeting. Prior to the 2024 Annual Meeting, the Company will file a definitive proxy statement (the “Definitive Proxy Statement”) together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AS WELL AS THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of the Definitive Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2024 Annual Meeting at the SEC’s website (http://www.sec.gov) or at the Company’s website https://investors.llflooring.com/overview/default.aspx or by contacting Saratoga by phone at (888) 368-0379 or (212) 257-1311 or by email at info@saratogaproxy.com.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2024 Annual Meeting. Additional information regarding the identity of these potential participants, none of whom own in excess of one percent (1%) of the Company’s shares (other than Charles E. Tyson), and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Definitive Proxy Statement and other materials to be filed with the SEC in connection with the 2024 Annual Meeting. Information relating to the foregoing can also be found in the Company’s Preliminary Proxy
