Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2022, the Board of Directors (the "Board") of Lulu's Fashion
Lounge Holdings, Inc. (the "Company") appointed Dara Bazzano as a Class I
director of the Company, effective as of January 31, 2022 (the "Effective
Date"). Ms. Bazzano has been appointed to serve on the Audit Committee of the
Board (the "Audit Committee") and the Nominating and Corporate Governance
Committee of the Board (the "Nominating Committee").
Ms. Bazzano is eligible to participate in the Company's Non-Employee Director
Compensation Program, which provides for: (i) an annual cash retainer of $50,000
for serving on the Board; (ii) an annual cash retainer of $10,000 for serving on
the Audit Committee; (iii) an annual cash retainer of $7,500 for serving on the
Nominating Committee; (iv) an automatic initial award of restricted stock units
("RSUs") on the Effective Date with an approximate value of $200,000, which
vests over three years in substantially equal annual installments, subject to
continued service on the Board; (iv) an automatic prorated annual award of RSUs
on the Effective Date with an approximate value of $36,712 (which has been
prorated to cover the period from the Effective Date through the date of the
Company's 2022 annual meeting of stockholders), which vests on the day
immediately prior to the date of the Company's 2022 annual meeting of
stockholders, subject to continued service on the Board; and (v) an automatic
annual RSU award with an approximate value of $100,000 which will be granted on
the date of the Company's next annual meeting of stockholders, provided she will
continue serving following such meeting, which vests on the earlier of the first
anniversary of the grant date or the day immediately prior to the date of the
following annual meeting of the Company's stockholders, in either case, subject
to continued service on the Board. The cash retainers described above are paid
quarterly in arrears, and prorated for partial service, and the number of RSUs
underlying each equity award described above is determined by dividing the
dollar value by the average closing trading price of the Company's common stock
over the 10 consecutive trading days ending with the trading day immediately
preceding the grant date.
The foregoing description of the Company's Non-Employee Director Compensation
Program does not purport to be complete and is qualified in its entirety by
reference to the full text of the Non-Employee Director Compensation Program, a
copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Ms. Bazzano has also entered into the Company's standard indemnification
agreement for directors and officers.
Item 7.01. Regulation FD Disclosure.
On January 31, 2022, the Company issued a press release announcing Ms. Bazzano's
election to the Board, which is filed 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:
Exhibit Number Description
Lulu's Fashion Lounge Holdings, Inc. Non-Employee Director
10.1 Compensation Program
Press release issued by Lulu's Fashion Lounge Holdings, Inc. on
99.1 January 31, 2022.
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