Lumber Liquidators Holdings, Inc. (Form: 8-K, Received: 05/06/2011 15:50:46)

Broker

Non-Votes

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2011

Lumber Liquidators Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-33767	27-1310817
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3000 John Deere Road Toano, Virginia		23168
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (757) 259-4280

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On May 6, 2011, the stockholders of Lumber Liquidators Holdings, Inc. (the “Company”) approved the Company’s 2011 Equity Compensation Plan (the “Plan”) at the Annual Meeting of Stockholders. The Plan was filed as Exhibit A to the Company’s 2011 Proxy Statement and is incorporated by reference herein. The summary of the material terms of the Plan, included under the heading “Proposal No. 3 – Approval of the 2011 Equity Compensation Plan” on pages 33 through 39 of the Proxy Statement, is also incorporated by reference herein.

On May 6, 2011, the Compensation Committee of the Company’s Board of Directors approved a form of Restricted Stock Award Agreement and Nonqualified Stock Option Agreement (collectively, the “Agreements”) for awards on or after such date pursuant to the Plan. The forms of the Agreements are attached in their entirety as Exhibits 10.1 and 10.2 to this report and are incorporated by reference into this Item 5.02.

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

The Company held its Annual Meeting of Stockholders on May 6, 2011. At the Annual Meeting, the stockholders of the Company voted on the election of three Class II directors for three-year terms to hold office until the 2014 Annual Meeting of Stockholders, on the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, on the approval of the 2011 Equity Compensation Plan, on an advisory (non-binding) vote on executive compensation, and on an advisory (non-binding) vote on the frequency of future advisory votes on executive compensation. The following are the results of the matters voted on at the Annual Meeting:

(1)

In the election of directors, each nominee was elected by a vote of the stockholders as follows:


Director	For		Withheld		Broker Non-Votes
Jeffrey W. Griffiths		23,774,314		18,162		1,846,055
Peter B. Robinson		23,752,135		40,341		1,846,055
Martin F. Roper		23,750,836		41,640		1,846,055

(2)

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was approved by stockholders as follows:


For	Against	Abstain
25,620,926	17,605	0

(3)

The proposal to approve the 2011 Equity Compensation Plan was approved by the stockholders as follows:

(4)

The proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved by the stockholders as follows:

(5)

The proposal to conduct an advisory (non-binding) vote on the frequency of future advisory votes on executive compensation resulted in a recommendation from the stockholders to hold such vote annually as follows:


One Year	Two Years	Three Years	Abstain	Broker Non-Votes

22,551,115	25,748	1,211,796	3,817	1,846,055

In accordance with the voting results for the fifth stockholder proposal, the Company’s Board of Directors has determined that future stockholder advisory votes on executive compensation will be held every year.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits. The following exhibits are being furnished pursuant to Item 5.02 above.


Exhibit No.		Description

10.1		Form of Restricted Stock Agreement, effective May 6, 2011.

10.2		Form of Option Award Agreement, effective May 6, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	LUMBER LIQUIDATORS HOLDINGS, INC.
	(Registrant)

Date: May 6, 2011	By:	/s/ E. Livingston B. Haskell
		E. Livingston B. Haskell
		Secretary and General Corporate Counsel

EXHIBIT INDEX


Exhibit No.		Description

10.1		Form of Restricted Stock Agreement, effective May 6, 2011.

10.2		Form of Option Award Agreement, effective May 6, 2011.

Exhibit 10.1

3000 John Deere Road, Toano, VA 23168

Phone: (757) 259-4280 ^. ^• Fax (757) 259-7293

www.lumberliquidators.com

[Name]

[Street]

[City, State]

Dear [Name]:

Lumber Liquidators Holdings, Inc. (the “Company”) has designated you to be a recipient of restricted shares of the common stock of the Company, par value $.001 per share (“Stock”), subject to the employment-based vesting restrictions and other terms set forth in this Award Agreement and in the Lumber Liquidators Holdings, Inc. 2011 Equity Compensation Plan (the “Plan”).

The grant of these restricted shares of Stock is made pursuant to the Plan. The Plan is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The terms of the Plan are incorporated into this Award Agreement and in the case of any conflict between the Plan and this Award Agreement, the terms of the Plan shall control. A copy of the Plan will be provided to you upon request.

1. Grant . In consideration of your agreements contained in this Award Agreement, the Company hereby grants to you shares of Company Stock (the “Restricted Stock”) as of (the “Grant Date”). The Restricted Stock is subject to the vesting restrictions set forth in Section 2 below. Until the vesting restrictions have lapsed, the Restricted Stock is forfeitable and nontransferable.

2. Vesting . The grant of the Restricted Stock is subject to the following terms and conditions:

(a) The shares of Restricted Stock shall vest, and shall no longer be subject to restriction, upon your continued employment with the Company (or any Related Company) through the following Vesting Dates:


Vesting Date		Number of Shares

(b) The Restricted Stock granted hereunder shall also 100% vest upon a Change in Control of the Company (as defined in the Plan) to the extent not already exercisable.

(c) Notwithstanding the foregoing, you must be employed by the Company (or any Related Company) on the relevant date for any Restricted Stock to vest. If your employment with the Company (or any Related Company) terminates for any reason, any rights you may have under this Award Agreement with regard to unvested Restricted Stock shall be null and void.

3. Dividends . During the period beginning with the Grant Date and ending with the Vesting Date or the earlier forfeiture of your Restricted Stock, (a) dividends or other distributions paid in shares of Stock shall be subject to the same restrictions as set forth in Section 2 above, and (b) dividends paid or other distributions paid in cash shall be paid at the same time as such dividends are paid by the Company with respect to authorized and issued shares held by its other shareholders of record.

4. Forfeiture and Repayment Provision . If the Committee determines, in its sole discretion, that you have, at any time, willfully engaged in conduct that is harmful to the Company (or any Related Company), the Committee may declare that all or a portion of this Restricted Stock award is immediately forfeited. If the Committee determines, in its sole discretion, that you have willfully engaged in conduct that is harmful to the Company (or any Related Company), you shall repay to the Company all or any vested shares of Company Stock owned by you as a result of this Award Agreement or all or any of the amount realized as a result of the sale of Company Stock awarded to you under this Award Agreement, to the extent required by the Committee. Repayment or forfeiture required under this Section shall be enforced by the Board or its delegate, in the manner the Board or its delegate determines to be appropriate. Your acceptance of the award reflected in this Award Agreement constitutes acceptance of the forfeiture and repayment provisions of this Section.

5. Cancellation of Restricted Stock . To facilitate the cancellation of any Restricted Stock pursuant to Section 2 above, you hereby appoint the Corporate Secretary of the Company as your attorney in fact, with full power of substitution, and authorize him or her, upon the occurrence of a forfeiture pursuant to Section 2 above, to notify the Company’s registrar and transfer agent of the forfeiture of such shares and, if necessary, to deliver to the registrar and transfer agent the certificate representing such shares together with instructions to cancel the shares forfeited. The registrar and transfer agent shall be entitled to rely upon any notices and instructions delivered by your attorney in fact concerning a forfeiture under the terms of this Award Agreement.

6. Custody of Certificates . At the option of the Company, custody of stock certificates evidencing the Restricted Stock shall be retained by the Company or held in uncertificated form.

7. Rights as a Shareholder . Subject to the provisions of this Award Agreement, you generally will have all of the rights of a holder of Company Stock with respect to all of the

Restricted Stock awarded to you under this Award Agreement from and after the Grant Date until the shares either vest or are forfeited, including the right to vote such shares and to receive dividends paid thereon in accordance with the provisions of Section 3.

8. Transfer Restrictions . You may not sell, assign, transfer, pledge, hypothecate or encumber the Restricted Stock awarded to you under this Award Agreement prior to the time such Restricted Stock become fully vested in accordance with this Award Agreement.

9. Fractional Shares . A fractional share of Company Stock will not be issued and any fractional shares may be disregarded by the Company.

10. Adjustments . If the number of outstanding shares of Company Stock is increased or decreased as a result of a stock dividend, stock split or combination of shares, recapitalization, merger in which the Company is the surviving corporation, or other change in the Company’s capitalization without the receipt of consideration by the Company, the number and kind of your unvested Restricted Stock shall be proportionately adjusted by the Committee, whose determination shall be binding.

11. Notices . Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Corporate Secretary at Lumber Liquidators Holdings, Inc., 3000 John Deere Road, Toano, Virginia 23168. Any notice to be given to you shall be addressed to you at the address set forth above or your last known address at the time notice is sent. Notices shall be deemed to have been duly given if mailed first class, postage prepaid, addressed as above.

12. Applicable Withholding Taxes . No Restricted Stock shall be delivered to you until you have paid to the Company the amount that must be withheld under federal, state and local income and employment tax laws or you and the Company have made satisfactory arrangements for the payment of such taxes.

13. Applicable Securities Laws . You may be required to execute a customary written indication of your investment intent and such other agreements the Company deems necessary or appropriate to comply with applicable securities laws. The Company may delay delivery of the Restricted Stock until you have executed such indication or agreements.

14. Acceptance of Restricted Stock . By signing this Award Agreement, you indicate your acceptance of the Restricted Stock and your agreement to the terms and conditions set forth in this Award Agreement which, together with the terms of the Plan, shall become the Company’s Restricted Stock Award Agreement with you. You also hereby acknowledge that a copy of the Plan has been made available and agree to all of the terms and conditions of the Plan, as it may be amended from time to time. Unless the Company otherwise agrees in writing, the Restricted Stock granted under this Award Agreement will not become vested if you do not accept this Award Agreement within thirty days of the Grant Date.

IN WITNESS WHEREOF, the Company has caused this Restricted Stock Award Agreement to be signed, as of this date of , .


LUMBER LIQUIDATORS HOLDINGS, INC.

By:
Name:
Its:

Agreed and Accepted:

[Name of Grant Recipient]

[Date]

Exhibit 10.2

3000 John Deere Road, Toano, VA 23168

Phone: (757) 259-4280 ^. ^• Fax (757) 259-7293

www.lumberliquidators.com

[Name]

[Street]

[City, State]

Dear [Name]:

Lumber Liquidators Holdings, Inc. (the “Company”) has designated you to be a recipient of a non-statutory stock option to purchase shares of the common stock of the Company, par value $.001 per share (“Stock”), subject to the employment-based vesting restrictions and other terms set forth in this Award Agreement and in the Lumber Liquidators Holdings, Inc. 2011 Equity Compensation Plan (the “Plan”).

The grant of this stock option is made pursuant to the Plan. The Plan is administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The terms of the Plan are incorporated into this Award Agreement and in the case of any conflict between the Plan and this Award Agreement, the terms of the Plan shall control. A copy of the Plan will be provided to you upon request.

1. Grant . In consideration of your agreements contained in this Award Agreement, the Company hereby grants to you a non-statutory option (“NSO”) to purchase from the Company shares of common stock of the Company (the “Company Stock”) at $ per share. The exercise price of the NSO is equal to the closing price of the Company Stock on the New York Stock Exchange on [ ] (the “Grant Date”), the date on which the Committee met and approved the granting of the NSO award.

2. Vesting . The grant of the NSO is subject to the following terms and conditions:

(a) The shares covered by the NSO shall vest, and shall be exercisable, upon your continued employment with the Company (or any Related Company) through the following Vesting Dates:


Vesting Date		Number of Shares That May Be Exercised (Vested Portion of NSO)

(b) The shares covered by the NSO shall also 100% vest upon a Change in Control of the Company (as defined in the Plan) to the extent not already exercisable.

(c) Notwithstanding the foregoing, you must be employed by the Company (or any Related Company) on the relevant date for any shares to vest. If your employment with the Company (or any Related Company) terminates for any reason, any rights you may have under the NSO and this Award Agreement with regard to unvested shares shall be null and void.

3. Exercise .

(a) Except as otherwise stated in this Award Agreement and in the Plan, the NSO may be exercised, in whole or in part, from the Vesting Date described above until the earliest of (i) ten years and one day following the Grant Date, or (ii) the end of the applicable period set forth in subsection (b) below. Any portion of the NSO that is not exercised prior to its expiration shall be forfeited.

(b) Except as otherwise stated in this section, the NSO may be exercised only while you are employed by the Company (or any Related Company). The exercisability of the NSO after you have ceased to be employed by the Company (or any Related Company) is subject to the following terms and conditions:

(i) If your employment by the Company (or any Related Company) is terminated by you or the Company (or any Related Company) for any reason other than your death or Disability, you may exercise any or all of the NSO that is then fully vested and exercisable within three months after your employment by the Company (or any Related Company) terminates.

(ii) If you become Disabled while employed by the Company (or any Related Company), you may exercise any or all of the NSO that is then fully vested and exercisable within one year after your employment by the Company (or any Related Company) terminates on account of Disability. The Committee shall, in its discretion, determine whether you are Disabled.

(iii) If you die while you are employed by the Company (or any Related Company), the person to whom your rights under the NSO shall have passed by will or by the laws of distribution may exercise any or all of the NSO that is then fully vested and exercisable within one year after your death.

4. Payment Under NSO . You may exercise the NSO in whole or in part, but only with respect to whole shares of Company Stock. You may make payment of the NSO price in cash, in shares of Company Stock that you already own, or in any combination thereof. If you deliver shares of Company Stock to make any such payment, the shares shall be valued at the Fair Market Value (as defined in the Plan) thereof on the date you exercise the NSO.

5. Transferability of NSO . The NSO is not transferable by you (other than by will or by the laws of descent and distribution) and, except as otherwise stated in this Award Agreement, may be exercised during your lifetime only by you.

6. Fractional Shares . A fractional share of Company Stock will not be issued and any fractional shares may be disregarded by the Company.

7. Adjustments . If the number of outstanding shares of Company Stock is increased or decreased as a result of a stock dividend, stock split or combination of shares, recapitalization, merger in which the Company is the surviving corporation, or other change in the Company’s capitalization without the receipt of consideration by the Company, the number and kind of shares with respect to which you have an unexercised NSO and the exercise price shall be proportionately adjusted by the Committee, whose determination shall be binding.

8. Exercise . To exercise the NSO, you must deliver to the Corporate Secretary of the Company written notice stating the number of shares you have elected to purchase and arrange for payment to the Company as described in Section 4 above. Notwithstanding the provisions of Section 9, such notice may be sent to the Corporate Secretary via e-mail.

9. Notice . Any notice to be given to the Company under the terms of this Award Agreement shall be addressed to the Corporate Secretary at Lumber Liquidators Holdings, Inc., 3000 John Deere Road, Toano, Virginia 23168. Any notice to be given to you shall be addressed to you at the address set forth above or your last known address at the time notice is sent. Notices shall be deemed to have been duly given if mailed first class, postage prepaid, addressed as above.

10. Forfeiture and Repayment Provision . If the Committee determines, in its sole discretion, that you have, at any time, willfully engaged in conduct that is harmful to the Company (or any Related Company), the Committee may declare that all or a portion of the NSO is immediately forfeited. If the Committee determines, in its sole discretion, that you have willfully engaged in conduct that is harmful to the Company (or any Related Company), you shall repay to the Company all or any shares of Common Stock acquired through the exercise of the NSO or all or any of the amount realized as a result of the sale of Common Stock acquired through the exercise of the NSO, to the extent required by the Committee. Repayment or forfeiture required under this Section shall be enforced by the Board or its delegate, in the manner the Board or its delegate determines to be appropriate. Your acceptance of the award reflected in this Award Agreement constitutes acceptance of the forfeiture and repayment provisions of this Section.

11. Applicable Withholding Taxes . By your acceptance of this Award Agreement, you agree to pay to the Company the amount that must be withheld under federal, state and local income and employment tax laws or to make arrangements satisfactory to the Company for the payment of such taxes.

12. Applicable Securities Laws . You may be required to execute a customary written indication of your investment intent and such other agreements the Company deems necessary or appropriate to comply with applicable securities laws. The Company may delay delivery of the shares purchased pursuant to the exercise of the NSO until you have executed such indication or agreements.

13. Acceptance of NSO . This Award Agreement deals only with the NSO you have been granted and not its exercise. Your acceptance of the NSO, which shall be deemed to take place when you sign this Award Agreement, places no obligation or commitment on you to exercise the NSO. By signing this Award Agreement, you indicate your acceptance of the NSO and your agreement to the terms and conditions set forth in this Award Agreement, which, together with the terms of the Plan, shall become the Company’s Stock Option Agreement with you. You also hereby acknowledge that a copy of the Plan has been made available and agree to all of the terms and conditions of the Plan, as it may be amended from time to time. Unless the Company otherwise agrees in writing, the NSO reflected in this Award Agreement will not be exercisable as a Stock Option Agreement if you do not accept this Award Agreement within thirty days of the Grant Date.

IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be signed, as of this date of , .


LUMBER LIQUIDATORS HOLDINGS, INC.

By:
Name:
Its:

Agreed and Accepted:

[Name of Grant Recipient]

[Date]