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 participate online and vote electronically or by proxy in advance.

• Four main proposals will be presented: election of two Class II directors, ratification of the independent auditor, reduction of authorized shares, and officer exculpation amendment.

• All proposals are unanimously recommended by the Board, and detailed voting instructions and procedures are provided for both record holders and beneficial owners.

• The proxy statement includes forward-looking statements regarding business plans, strategies, and ESG initiatives, with cautionary notes about risks and uncertainties.

Voting matters and shareholder proposals

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

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

• Proposal 3: Approve amendment to reduce authorized common stock from 250M to 15M and preferred stock from 10M to 500K.

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

• Board recommends voting FOR all proposals; voting thresholds and effects of abstentions/broker non-votes are detailed.

Board of directors and corporate governance

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

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

• Board leadership is separated between Chair and CEO, with the Chair being independent to promote governance and strategic oversight.

• Stockholders Agreement grants certain shareholders nomination rights based on ownership thresholds.

• Director candidates are evaluated on integrity, experience, and diversity of skills; stockholders may recommend candidates.