Tile Shop (TTSH) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2025, to be held virtually, with voting on director elections, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• Shareholders of record as of April 8, 2025, are eligible to vote; multiple voting methods are available, including online, phone, and mail.

• Proxy materials and annual report are accessible online, and shareholders are encouraged to vote even if not attending the meeting.

Voting matters and shareholder proposals

• Election of two Class I directors (Peter J. Jacullo III and Cabell H. Lolmaugh) for terms expiring at the 2028 Annual Meeting.

• Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes.

• Shareholder proposals for the 2026 Annual Meeting must be submitted by December 12, 2025, and comply with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of six members, with staggered three-year terms; majority are independent under Nasdaq and SEC rules.

• Separate Chairman and CEO roles; board committees include Audit, Compensation, Governance, and Independent Transaction Committees.

• Board diversity includes 33% women and a U.S. veteran; directors possess expertise in governance, IT, marketing, and risk management.

• Directors are encouraged to attend annual meetings; all attended in 2024.