Business Context and Reporting Period
This Form 8-K reports on the 2025 Annual Meeting of Stockholders held by Build-A-Bear Workshop, Inc. on June 12, 2025. The filing details the outcomes of shareholder votes and changes to the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance events and does not contain financial performance data.
Material Changes
- Board Composition: Following the expiration of Robert Dixon's term, the Board decreased its size to six (6) members.
- Director Elections: Richard Johnson and Craig Leavitt were elected to three-year terms expiring at the 2028 Annual Meeting.
- Accounting Firm: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, outlook, or discussion of risks and contingencies. It is a procedural report of the Annual Meeting results.
Key Facts for Investors
- Proposal 1 (Directors): Richard Johnson received 8,389,249 votes "For" and Craig Leavitt received 7,662,877 votes "For".
- Proposal 2 (Auditors): Ratification of Ernst & Young LLP passed with 10,410,350 votes "For".
- Proposal 3 (Executive Compensation): The advisory vote on executive compensation passed with 7,536,532 votes "For".
- Broker Non-Votes: There were 2,004,375 broker non-votes recorded for the director election and executive compensation proposals.