Lulu's Fashion Lounge (LVLU) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2025, and will be held virtually, allowing shareholders to attend and vote online or by proxy.

• Shareholders will vote on the election of three Class I directors, ratification of the independent auditor, and a reverse stock split proposal.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

• Forward-looking statements address business strategies, ESG initiatives, and risk factors, with no obligation to update unless required by law.

Voting matters and shareholder proposals

• Proposal 1: Election of Dara Bazzano, John Black, and Kelly McCarthy as Class I Directors for terms expiring in 2028.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2025.

• Proposal 3: Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-22, at the board's discretion within one year.

• Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 2025.

Board of directors and corporate governance

• The board consists of six members divided into three staggered classes, with a majority qualifying as independent under Nasdaq rules.

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

• The board chair and CEO roles are separated, with Dara Bazzano serving as independent board chair since March 2025.

• Stockholders Agreement grants significant shareholders nomination rights for board seats based on ownership thresholds.

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