Item 5.07 Submission of Matters to a Vote of Security Holders.

Tile Shop Holdings, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") online on June 14, 2022, at which a total of 39,470,606 shares were present virtually or by proxy. At the Annual Meeting:

1. Peter J. Jacullo III and Cabell H. Lolmaugh were elected to the Board of


    Directors of the Company as Class I directors to hold office until the
    Company's 2025 Annual Meeting of Stockholders.

2. The appointment of Ernst & Young LLP as the Company's independent registered


    public accounting firm for the fiscal year ending December 31, 2022 was
    ratified.

3. The compensation of the Company's named executive officers was approved, on a


    non-binding and advisory basis.

The voting results for each such matter were as follows:





 1. Election of directors:




      Nominee             For       Withheld    Broker Non-Votes
Peter J. Jacullo III   28,502,967   1,574,363      9,393,276
Cabell H. Lolmaugh     28,775,834   1,301,496      9,393,276

The other members of the Board of Directors whose terms of office continued after the Annual Meeting were Peter H. Kamin, Mark J. Bonney, Deborah K. Glasser and Linda Solheid.

2. Ratification of the appointment of Ernst & Young LLP as the Company's


    independent registered public accounting firm for the fiscal year ending
    December 31, 2022:




   For       Against   Abstain   Broker Non-Votes
39,354,564   52,078    63,964           0

3. Approval, on a non-binding and advisory basis, of named executive officer


    compensation:




   For        Against    Abstain   Broker Non-Votes
29,010,276   1,021,354   45,700       9,393,276

Pursuant to the terms of the Stipulation of Settlement, dated as of August 7, 2020, memorializing the terms of the settlement of the litigation brought against the Company and certain current and former directors of the Company by K-Bar Holdings LLC and Wynnefield Capital, Inc. in the Delaware Court of Chancery, all shares purchased by Messrs. Kamin and Jacullo and entities affiliated with them between October 23 and November 8, 2019 ("Kamin and Jacullo Post-Announcement Shares") were voted in the same proportion as the vote of shares held by Outside Stockholders on Proposals 1, 2, and 3. "Outside Stockholders" means the Company's public stockholders excluding Cabell Lolmaugh, Robert A. Rucker, Peter J. Jacullo III, Peter H. Kamin, Todd Krasnow and Philip B. Livingston (certain of our current and former directors who were individual defendants in the litigation described above) and the Company, any director or officer of the Company and their immediate family members, affiliates, or entities they control and the employees thereof.

© Edgar Online, source Glimpses