BUILD-A-BEAR WORKSHOP INC 8-K

What Happened

• Build-A-Bear Workshop, Inc. filed an 8-K on June 12, 2026 reporting the final voting results from its June 11, 2026 Annual Meeting of Stockholders.
• Three directors — James A. Goldman, Narayan Iyengar and Lesli Rotenberg — were re-elected to three-year terms expiring at the 2029 Annual Meeting. The board’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending January 30, 2027 was ratified. Stockholders also approved the company’s advisory (say-on-pay) vote on executive compensation.

Key Details

• Director election vote counts (For / Against / Abstain / Broker Non-Votes):
  • James A. Goldman: 6,784,486 / 152,604 / 2,434 / 2,606,429
  • Narayan Iyengar: 6,651,914 / 282,083 / 5,527 / 2,606,429
  • Lesli Rotenberg: 6,415,344 / 474,236 / 49,944 / 2,606,429
• Auditor ratification (Ernst & Young LLP): For 9,477,929; Against 59,501; Abstain 8,523 (approved by over 99% of votes cast).
• Advisory vote on executive compensation: For 6,440,665; Against 364,143; Abstain 134,716; Broker Non-Votes 2,606,429 (approved by roughly 93% of votes cast).

Why It Matters

• The results confirm continuity of the current board through 2029 and give the board (and management) an affirmative shareholder mandate on governance matters reported at the meeting.
• Ratification of Ernst & Young as auditor and the strong advisory support for executive compensation reduce near-term governance uncertainty and indicate broad shareholder support for the company’s choices on auditing and pay policies.
• The presence of substantial broker non-votes (2,606,429) on director and say-on-pay items indicates a sizable block of shares held by brokers that did not vote on discretionary matters, which can affect the total voting mix for non-routine proposals.