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Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): August 16, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-41204   47-2869399

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)


8201 164th Ave NE #200, Redmond, WA 98052-7615

(Address of principal executive offices)


(206) 385-0488 ext. 100

(Registrant’s telephone number, including area code)



(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 (see General Instruction A.2.)


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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   HOUR   The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






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


On August 16, 2022, Hour Loop, Inc. (the “Company”) held its 2022 virtual annual meeting of stockholders (the “Annual Meeting”) to vote on the following matters:


1. Election of Directors


Each of the following five nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and have qualified.


Nominee  For   Against   Abstain  

Broker Non-


Sam Lai   33,408,931    8,795    6,490    493,866 
Sau Kuen (Maggie) Yu   33,408,830    8,987    6,399    493,866 
Douglas Branch   33,410,923    8,574    4,719    493,866 
Michael Lenner   33,410,912    8,585    4,719    493,866 
Minghui (Alan) Gao   33,409,151    8,575    6,490    493,866 


2. Non-binding Advisory Vote on Executive Compensation


Stockholders voted to approve the following resolution, in accordance with the voting results listed below: “RESOLVED, that the stockholders of Hour Loop, Inc. approve, on an advisory basis, the compensation paid to the Named Executive Officers, as disclosed in the proxy statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation Summary section, compensation tables and narrative discussion, and other related disclosure.”


For     Against     Abstain     Broker Non-Votes  
33,393,917       26,932       3,367       493,866  


3. Non-binding Advisory Vote on Frequency of Executive Compensation Advisory Vote


Stockholders voted, on a non-binding, advisory basis, for every three years as the frequency for the Company’s executive compensation advisory vote, in accordance with the voting results listed below.


One Year     Two Years     Three Years     Abstain  
42,388       6,398       33,374,218       1,212  


4. Ratification of the Company’s Independent Auditors


Stockholders ratified the appointment of TPS Thayer, LLC as the independent auditors of the Company for the fiscal year ending December 31, 2022, in accordance with the voting results listed below.


For     Against     Abstain     Broker Non-Votes  
33,886,355       25,944       5,783       -  


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)






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


Dated: August 19, 2022 By: /s/ Sam Lai
  Name: Sam Lai
  Title: Chief Executive Officer and Interim Chief Financial Officer