🧾 What This Document Is

This is a proxy statement (DEF 14A) for The Lovesac Company. Think of it as a detailed invitation and guidebook for the company's annual shareholder meeting. Its main job is to ask shareholders to vote on key issues, like who should be on the board of directors and whether they approve of how the top executives were paid.

👉 Why you're getting it: The company is legally required to send this to shareholders before the annual meeting. It's your chance to have a say in how the company is run, even if you can't attend the virtual meeting on June 9, 2026.

🏢 What The Company Does

In simple terms, Lovesac sells high-end, modular furniture. Their flagship product is the "Sactional," an adaptable couch you can reconfigure like building blocks. They sell directly to consumers through their website, showrooms, and partnerships, focusing on a "Designed for Life" philosophy meant to be durable and long-lasting.

👉 Business model: They operate in the competitive home furnishings market, blending direct-to-consumer retail with tech-driven customization. Their ticker symbol is LOVE.

🗳️ What You're Voting On

The annual meeting has three main proposals. The Board recommends voting FOR all of them.

1. Elect 8 Directors: You'll vote to elect the entire board of directors for a one-year term. The nominees are listed below.
2. Approve Executive Compensation ("Say on Pay"): This is an advisory vote on whether you approve the 2026 pay packages for the top executives. This is a key point of engagement after some shareholder feedback in 2025.
3. Ratify the Auditor: You'll vote to approve Deloitte & Touche LLP as the company's independent accounting firm for the next fiscal year.

👥 Meet the Director Nominees

The board is comprised of 8 members, all standing for re-election. Here’s a quick snapshot of their backgrounds:

• Shawn D. Nelson (Founder & CEO): Provides the founder's vision and operational leadership.
• Andrew R. Heyer (Chairman): Brings deep experience in consumer investing and finance.
• Alan Boehme (New in 2025): Adds expertise in global technology and digital transformation.
• Sharon M. Leite: Offers extensive retail and operational leadership experience.
• Wan Ling Martello (New in 2025): Contributes global executive and financial oversight from companies like Nestlé and Alibaba.
• Walter F. McLallen: Provides financial, capital markets, and governance expertise.
• Vineet Mehra: Adds a background in global marketing, brand building, and customer growth.
• Shirley Romig: Brings expertise in growth strategy and digital transformation.

👉 The Skills Mix: The board highlights strengths in Executive Leadership, Strategy, Marketing, and Finance, which they see as key for guiding the company's growth.

💰 Executive Compensation (The "Say on Pay" Detail)

This is a major section of the document. After receiving feedback from some shareholders in 2025, the Compensation Committee made several enhancements to its 2027 program to better align with investor concerns.

• What they changed: They revised performance metrics for annual bonuses and long-term stock awards to be clearer and more directly tied to company performance and shareholder value.
• The Goal: To create a stronger, more transparent link between pay and company results.

👉 Why it matters: This section shows the board is listening to shareholders. Your "FOR" vote on Proposal 2 signals you approve of both last year's pay and these recent improvements to the program.

🏛️ Corporate Governance Highlights

The company outlines its governance framework, which is designed to be shareholder-friendly.

• Independence: 7 of 8 directors are independent. All board committees are 100% independent.
• Annual Election: All directors are elected every year—no classified board.
• No "Poison Pill": They do not have a shareholder rights plan that could be used to block takeovers.
• Engagement: The board notes it engaged with investors representing ~80% of its outstanding shares in fiscal 2026.

🔮 What's Next & How to Vote

The virtual annual meeting is on June 9, 2026, at 10:00 AM ET. The record date to vote was April 16, 2026.

• You must register in advance at https://web.viewproxy.com/LovesacCompany/2026 to attend.
• Voting is open now. You can vote by internet, phone, or mail before the meeting. You can also vote during the virtual meeting if you register.
• Even if you vote early, you can still change your vote by voting again before the deadline or during the meeting.

👉 Your control number (found on your proxy card or voting instruction form) is needed to register and vote.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Innovative Product: The modular Sactional has a strong competitive niche.
• Direct-to-Consumer Model: Allows for brand control and customer data insights.
• Responsive Governance: The board demonstrated it listens to shareholder feedback on compensation.

⚠️ Risks:

• Competitive Market: Faces intense competition from both traditional furniture retailers and online brands.
• Economic Sensitivity: Furniture is a discretionary purchase; sales can be impacted by economic downturns.
• Execution Risk: Success depends on continued product innovation, effective marketing, and managing supply chain costs.

🧠 The Analogy

Lovesac is like a high-tech Lego set for your living room. They're not just selling furniture; they're selling a customizable system that can grow and change with you. This proxy statement is the annual meeting where the "master builders" (the Board) report to the "set owners" (shareholders), show them the new design plans (strategy), and ask if they still approve of how the lead builders are being compensated for their work.

🧩 Final Takeaway

This proxy season, Lovesac's board is asking shareholders to endorse its leadership team, its approach to executive pay (which it recently updated after listening to concerns), and its choice of auditor. The core message is one of continuity and responsiveness, asking for your vote to keep the company on its current "Designed for Life" path.