SEC Comment Letter 0000000000-24-006093 to LL Flooring Holdings, Inc. (LLFLQ) (CIK 0001396033)
LL Flooring Holdings, Inc. (LLFLQ) (CIK 0001396033)
Date: May 24, 2024 · CIK: 0001396033 · Accession: 0000000000-24-006093
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33767
Letter
United States securities and exchange commission logo May 24, 2024 Jill Witter Chief Legal Officer F9 Investments, LLC 2350 WO Smith Drive Lawrenceburg, TN 38464 Re:F9 Investments, LLC LL Flooring Holdings, Inc. Preliminary Proxy Statement filed May 20, 2024 by F9 Investments, LLC et al. File No. 001-33767 Dear Jill Witter: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement filed May 20, 2024 General 1.On the proxy card, please put the F9 Nominees in alphabetical order by last name. See Rule 14a-19(e)(4). 2.Please correct the spelling of Mr. Hammann's name on page 25. Proposal 1: Election of Directors, page 14 3.We note your disclosure on page 17 that "[a]ccording to the Company’s Proxy Statement, broker non-votes are not entitled to vote on" the advisory vote on executive compensation. We are unable to locate such a statement in the proxy statement filed by the Company, and the meaning of the statement is unclear. Please revise or advise. Quorum and Voting, page 25
FirstName LastNameJill Witter Comapany NameF9 Investments, LLC May 24, 2024 Page 2 FirstName LastName Jill Witter F9 Investments, LLC May 24, 2024 Page 2 4.Refer to your statement on page 25 that abstentions "will have the effect of a vote 'AGAINST' Proposals 2, 3 and 4 and stockholder Proposal[] 6 and will have no effect on the outcome of Proposal 5." We note that abstentions appear to have no effect on Proposals 2 and 6, given the voting standard for both proposals, and you state on page 19 that "the affirmative vote of the holders of Shares representing a majority of the votes cast at the Annual Meeting, in person or by proxy, is required to approve Proposal 6, [therefore] abstentions will have no effect on the outcome of this proposal." Please revise the disclosure on page 25 or advise. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Blake Grady at 202-551-8573 or Perry Hindin at 202-551- 3444. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
May 24, 2024
Jill Witter
Chief Legal Officer
F9 Investments, LLC
2350 WO Smith Drive
Lawrenceburg, TN 38464
Re:F9 Investments, LLC
LL Flooring Holdings, Inc.
Preliminary Proxy Statement filed May 20, 2024 by F9 Investments, LLC et al.
File No. 001-33767
Dear Jill Witter:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement filed May 20, 2024
General
1.On the proxy card, please put the F9 Nominees in alphabetical order by last name. See
Rule 14a-19(e)(4).
2.Please correct the spelling of Mr. Hammann's name on page 25.
Proposal 1: Election of Directors, page 14
3.We note your disclosure on page 17 that "[a]ccording to the Company’s Proxy
Statement, broker non-votes are not entitled to vote on" the advisory vote on executive
compensation. We are unable to locate such a statement in the proxy statement filed by
the Company, and the meaning of the statement is unclear. Please revise or advise.
Quorum and Voting, page 25
FirstName LastNameJill Witter
Comapany NameF9 Investments, LLC
May 24, 2024 Page 2
FirstName LastName
Jill Witter
F9 Investments, LLC
May 24, 2024
Page 2
4.Refer to your statement on page 25 that abstentions "will have the effect of a vote
'AGAINST' Proposals 2, 3 and 4 and stockholder Proposal[] 6 and will have no effect on
the outcome of Proposal 5." We note that abstentions appear to have no effect on
Proposals 2 and 6, given the voting standard for both proposals, and you state on page 19
that "the affirmative vote of the holders of Shares representing a majority of the votes cast
at the Annual Meeting, in person or by proxy, is required to approve Proposal 6,
[therefore] abstentions will have no effect on the outcome of this proposal." Please revise
the disclosure on page 25 or advise.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Perry Hindin at 202-551-
3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions