Torrid Holdings Inc. 8-K

What Happened
Torrid Holdings Inc. (CURV) filed an 8-K on June 3, 2026 reporting the results of its June 2, 2026 annual meeting. Stockholders elected Theophlius Killion and Michael A. Shaffer as Class II directors (terms to the 2029 annual meeting), approved on an advisory (non-binding) basis the company’s executive compensation, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending January 30, 2027.

Key Details

• Director elections:
  • Theophlius Killion — 68,764,472 votes for; 4,762,273 abstentions; 13,158,070 broker non-votes.
  • Michael A. Shaffer — 73,128,458 votes for; 398,287 abstentions; 13,158,070 broker non-votes.
• Say-on-pay (advisory) vote: 73,167,353 for; 54,744 against; 304,648 abstentions; 13,158,070 broker non-votes.
• Auditor ratification: PricewaterhouseCoopers LLP ratified with 86,664,687 for; 15,664 against; 4,464 abstentions.
• No other matters were voted on at the meeting.

Why It Matters

• Board continuity: Election of Killion and Shaffer maintains the company’s governance continuity through 2029.
• Shareholder support for pay: The advisory approval of executive compensation signals majority investor support (non-binding) for the company’s pay policies.
• Audit continuity: Ratification of PwC ensures the same independent auditor will serve for the next fiscal year, which is relevant to financial reporting and audit consistency.
• Broker non-votes: A notable number of broker non-votes (13.158M) appeared on director and say-on-pay items; these reflect shares held by brokers that were not voted on certain matters and can affect vote totals.