DTC Solo Brands, Inc. - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2026, Solo Brands, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s Amended and Restated 2021 Incentive Award Plan (the “Incentive Plan”). The Incentive Plan provides for an increase in the number of shares of the Company’s Class A common stock authorized for issuance under the Incentive Plan. A description of the Incentive Plan is included in the section titled “ Proposal 3: Approval of the Solo Brands, Inc. Amended and Restated 2021 Incentive Award Plan ” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2026 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

At the Annual Meeting held on May 22, 2026, a total of 2,005,034 shares of the Company’s Class A common stock outstanding as of the close of business on March 24, 2026 were present in person or represented by proxy at the meeting, representing a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Definitive Proxy Statement.

Proposal 1 – Election of two Class II directors to serve until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified.

Votes FOR

Votes WITHHELD

Broker Non-Votes

Paul Furer

1,320,565

28,735

655,734

Peter Laurinaitis

1,321,619

27,681

655,734

Proposal 2 – Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

1,823,580

181,296

158

—

Proposal 3 – Approval of the Company’s Amended and Restated 2021 Incentive Award Plan to increase the number of shares available for issuance under the Incentive Plan.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

1,290,420

58,762

118

655,734

Proposal 4 – Approval to adjourn the Annual Meeting.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

1,286,432

62,449

419

655,734

Although Proposal 4 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposal 3.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description of Exhibits

10.1

Amended and Restated 2021 Incentive Award Plan

104

Cover Page Interactive Data File (formatted as inline XBRL)