--- 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" generated_at: "2026-06-14T03:31:22.475632+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Build-A-Bear shareholders approve amended 2020 incentive plan; shares authorized increased 80% ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-23-017061 - JSON: https://secwatch.observer/filing/0001437749-23-017061.json - Plain text: https://secwatch.observer/filing/0001437749-23-017061.txt ## Key facts - Shareholder Votes 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. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm - Shareholder Votes BUILD-A-BEAR WORKSHOP INC shareholders approved Election of Directors at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm - Shareholder Votes BUILD-A-BEAR WORKSHOP INC shareholders approved Advisory Vote Approving Executive Compensation at the 2023-06-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-08 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm - Shareholder Votes 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. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-08 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm - Shareholder Votes BUILD-A-BEAR WORKSHOP INC shareholders approved Ratification of Appointment of Independent Accountants at the 2023-06-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-08 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1113809/000143774923017061/0001437749-23-017061-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.