AMENDMENT NO. 8 TO SCHEDULE 13D
This Amendment No. 8 to Schedule 13D (this “Amendment”) relates to the common stock, par value $0.001 per share (the “Common
Stock”), of LL Flooring Holdings, Inc., a Delaware corporation (“LL”). This Amendment is being filed to amend the Schedule 13D that was originally filed on May 25, 2023, as amended by Amendment No. 1 filed on May 30,
2023, Amendment No. 2 filed on June 12, 2023, Amendment No. 3 filed on August 17, 2023, Amendment No. 4 filed on November 14, 2023, Amendment No. 5 filed on January 18, 2024, Amendment No. 6 filed on
April 11, 2024 and Amendment No. 7 filed on May 2, 2024 (collectively, the “Schedule 13D”). Other than information set forth on the cover pages and Items 2 and 4 below, no other information in the Schedule 13D is being amended.
Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity
and Background.
On May 31, 2024, F9, Thomas D. Sullivan, John Jason Delves and Jill Witter (collectively, the “Participants”) filed a
contested definitive proxy statement with the SEC (the “Proxy Statement”) relating to the 2024 Annual Meeting of Stockholders of LL (the “Annual Meeting”). Such Proxy Statement named Mr. Sullivan, Mr. Delves and
Ms. Witter as director-nominees for election to the board of directors of LL (the “Board”).
Item 4. Purpose of Transaction
On May 31, 2024, the Participants filed the Proxy Statement described in Item 2 above, which is incorporated in this Item 4 by reference. The
matters described in the Proxy Statement to be considered and voted upon at the Annual Meeting consist of the six following proposals:
| 1. |
Election of Thomas D. Sullivan, John Jason Delves and Jill Witter to serve as directors of LL to hold office
until the 2027 annual meeting of stockholders, or until their successors are duly elected and qualified; |
| 2. |
Consideration of an advisory vote to approve executive compensation; |
| 3. |
Consideration of LL’s proposal to approve an amendment and restatement of its Amended and Restated
Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Board of Directors of LL; |
| 4. |
Consideration of LL’s proposal to approve an amendment and restatement of the Certificate of Incorporation
to increase the number of shares of Common Stock authorized for issuance; |
| 5. |
Ratification of the selection of Ernst & Young LLP as LL’s independent registered public
accounting firm for the fiscal year ending December 31, 2024; and |
| 6. |
Stockholder proposal, if properly presented at the 2024 Annual Meeting, to amend LL’s Second Amended and
Restated Bylaws to permit stockholders holding at least 10% of the outstanding shares of Common Stock to call a stockholder meeting. |
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
THIS SCHEDULE 13D IS NOT A SOLICITATION AND THE REPORTING PERSONS ARE NOT HEREBY SOLICITING ANY STOCKHOLDER OF LL TO VOTE, WITHHOLD A VOTE, GRANT A PROXY WITH
REGARD TO, OR IN ANY WAY TAKE ANY ACTION WITH REGARD TO, OR IN ANY OTHER WAY TAKE ACTION WITH REGARD TO THE ELECTION OF DIRECTORS OR ANY OTHER MATTER.
The Participants have filed a proxy statement with the United States Securities and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the Annual Meeting and intend to furnish the definitive proxy statement to holders of the Common Stock, together with a gold proxy card. INVESTORS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) THAT THE PARTICIPANTS FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement, any amendments or supplements to the proxy statement
and other documents that the Participants file with the SEC from the SEC’s website at www.sec.gov.