Proxy Results, Management Change/Compensation (Form 8-K)

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

On June 9, 2026, the Board of Directors approved certain changes to the compensation of the Board and Committee Members.

The annual cash retainer fees paid to the non-employee directors are increased to $20,000. The chair of the Audit Committee is paid an additional $7,000; members of the Audit Committee (including the Chair) are paid an additional retainer of $3,000; and the chairs of the Compensation and Nominating and Governance committees are paid an additional retainer of $3,000 (members not receiving a fee).

Further, under Section 3.3 of the Tandy Leather Factory, Inc.'s 2023 Stock Incentive Plan, the Administration Committee has determined that all prior RSU grants shall immediately accelerate vesting of all unvested RSUs as of June 9, 2026. For future grants, RSUs shall vest at the time of grant.

Lastly, the Board appointed John Gehre as the Chairman of the Board of Directors, effective June 9, 2026.

On June 9, 2026, Tandy Leather Factory, Inc. (the "Company") held its annual meeting of stockholders. The three proposals considered at the annual meeting were voted on as follows:

Proposal 1: The election of six directors for the ensuing year. The number of votes cast for and withheld for each nominee for director is set forth below.

Proposal 2: Ratification of the appointment of Whitley Penn as the Company's independent registered public accounting firm for fiscal year 2026. The number of votes cast for and against this proposal, as well as the number of abstentions with respect to this proposal, are set forth below:

Proposal 3: Advisory vote regarding executive compensation. The number of votes cast for and against this proposal, as well as the number of abstentions and broker non-votes with respect to this proposal, are set forth below: