Lulu's Fashion Lounge (LVLU) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, and will be held virtually, allowing shareholders to attend and vote online or by proxy.

• Four key proposals will be presented: election of two Class II directors, ratification of Deloitte & Touche LLP as auditor, reduction of authorized shares, and officer exculpation amendment.

• All proposals are unanimously recommended by the Board, and shareholders of record as of April 15, 2026, are eligible to vote.

• The proxy statement includes forward-looking statements regarding business plans, strategies, and ESG initiatives, with risks outlined in the annual report.

Voting matters and shareholder proposals

• Proposal 1: Elect Anisa Kumar and Crystal Landsem as Class II Directors until 2029.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal year ending January 3, 2027.

• Proposal 3: Amend certificate to reduce authorized common shares from 250M to 15M and preferred shares from 10M to 500K.

• Proposal 4: Amend certificate to provide exculpation for certain officers as permitted by Delaware law.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members divided into three staggered classes; majority are independent per Nasdaq rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Board leadership is separated between Chair and CEO; current Chair is independent.

• Stockholders Agreement grants certain nomination rights to major investors based on ownership thresholds.

• Director candidates are evaluated on integrity, experience, and diversity of skills.