{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-23-017061","form_type":"8-K","ticker":"BBW","cik":"0001113809","company_name":"BUILD-A-BEAR WORKSHOP INC","filed_at":"2023-06-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.978182+00:00","generated_at":"2026-06-14T03:31:22.475632+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Build-A-Bear shareholders approve amended 2020 incentive plan; shares authorized increased 80%","bullets":["Stockholders approved Amended and Restated 2020 Omnibus Incentive Plan on June 8, 2023; shares authorized increased by 800,000 to 1,800,000.","Directors Narayan Iyengar (8,962,745 for) and Lesli Rotenberg (7,882,935 for) elected for three-year terms.","Ratification of Ernst & Young as independent auditor for FY 2024 passed with 12,573,372 votes for.","Advisory say-on-pay approved (8,630,521 for); annual frequency of future votes confirmed."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-23-017061","json":"https://secwatch.observer/filing/0001437749-23-017061.json","markdown":"https://secwatch.observer/filing/0001437749-23-017061.md","text":"https://secwatch.observer/filing/0001437749-23-017061.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/bbw20230608_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T03:31:22.475632+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0a0ed12432d8e34ba9b5a19436d0279c15d0800c","claim":"BUILD-A-BEAR WORKSHOP INC shareholders approved Approval of the Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus Incentive Plan at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 5. Approval of the Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus Incentive Plan The stockholders were asked to approve the Restated 2020 Incentive Plan. The proposal was approved by the requisite affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below. For Against Abstain Broker Non-Votes 8,655,642 411,758 5,237 3,671,485","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"179da5ec771e4d82c1321487df4c269bc26c1e66","claim":"BUILD-A-BEAR WORKSHOP INC shareholders approved Election of Directors at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 1. Election of Directors The following two directors were nominated to serve for three-year terms expiring at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The two directors, as indicated below, were elected as directors of the Company by the requisite affirmative vote of the majority of votes cast in person or by proxy. Nominee For Against Abstain Broker Non-Votes Narayan Iyengar 8,962,745 103,475 6,417 3,671,485 Lesli Rotenberg 7,882,935 1,187,722 1,980 3,671,485","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"409c7d1ea1cd990928521887d207c30748d434f5","claim":"BUILD-A-BEAR WORKSHOP INC shareholders approved Advisory Vote Approving Executive Compensation at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 3. Advisory Vote Approving Executive Compensation The stockholders were asked to approve the executive compensation as disclosed in the Proxy Statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC. The proposal was approved by the requisite affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below. For Against Abstain Broker Non-Votes 8,630,521 129,358 312,758 3,671,485","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"a4ec25a7fb4a390bba6ab50f499d01b956612dad","claim":"BUILD-A-BEAR WORKSHOP INC shareholders approved Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 4. Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation The stockholders were asked to approve, by advisory vote, the frequency of future advisory votes on executive compensation. The frequency of one year received the greatest number of votes, as indicated below. Consistent with the recommendation of the Board and the vote of the stockholders, the Company will continue to hold future advisory votes on executive compensation on an annual basis. One Year Two Years Three Years Abstain Broker Non-Votes 7,735,692 7,525 1,019,762 309,658 3,671,485","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"d0cb4196a59afb17b2c859f13b660186984b771e","claim":"BUILD-A-BEAR WORKSHOP INC shareholders approved Ratification of Appointment of Independent Accountants at the 2023-06-08 meeting.","evidence_excerpt":"Proposal 2. Ratification of Appointment of Independent Accountants The stockholders were asked to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024. The appointment was approved by the requisite affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote, as indicated below. For Against Abstain Broker Non-Votes 12,573,372 169,099 1,651 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}