0001792781FALSE00017927812023-06-082023-06-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 8, 2023

TORRID HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware001-4057184-3517567
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
18501 East San Jose Avenue
City of Industry, California 91748
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (626) 667-1002

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CURVNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2023, Torrid Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the election of Theophilus Killion and Michael Shaffer to the Board of Directors as Class II Directors until the 2026 Annual Meeting and until their successors are duly elected and qualified, (2) approval on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, (3) approval, on an advisory, non-binding basis, the frequency of future advisory votes on named executive officer compensation, and (4) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024.
Based on the votes by holders of common stock voting together, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1.Theophilus Killion and Michael Shaffer were elected to the Board of Directors as Class II Directors, as follows:

DIRECTOR NOMINEE
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
Theophilus Killion Harper
92,080,921
0
495,325
2,118,561
Michael Shaffer
92,085,784
0
490,462
2,118,561

2.Stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, as follows:

VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
92,483,676
76,766
15,804
2,118,561

3.Stockholders approved, on an advisory, non-binding basis, annual future advisory votes on named executive officer compensation, as follows:

1 YEAR
2 YEARS
3 YEARS
ABSTENTIONS
BROKER NON-VOTES
92,554,533
1,882
17,831
2,0002,118,561

4.Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024, as follows:

VOTES FOR
VOTES AGAINST
ABSTENTIONS
94,669,025
7,683
18,099

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.


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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Exhibit Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    
Torrid Holdings Inc.
By:/s/ Bridgett C. Zeterberg
Name:Bridgett C. Zeterberg
Title:Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary
Date: June 12, 2023
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