Correspondence 0001193125-24-136230 from LL Flooring Holdings, Inc. (LLFLQ) (CIK 0001396033)
LL Flooring Holdings, Inc. (LLFLQ) (CIK 0001396033)
Date: May 10, 2024 · CIK: 0001396033 · Accession: 0001193125-24-136230
AI Filing Summary & Sentiment
File numbers found in text: 001-33767
Letter
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE MANHATTAN WEST
NEW YORK, NY
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
FIRM/AFFILIATE
OFFICES
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
DIRECT DIAL
212-735-2116
EMAIL ADDRESS
RICHARD.GROSSMAN@SKADDEN.COM
May 10, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
RE: LL Flooring Holdings, Inc.
Commission File Number: 001-33767
Preliminary Proxy Materials Relating to 2024 Annual
Meeting of Stockholders
Ladies and Gentlemen:
On behalf LL Flooring Holdings, Inc. (the “Company”), we are transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s preliminary proxy statement and form of proxy card (the “Preliminary Proxy Materials”) relating to the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”).
Jerald Hammann has notified the Company that he intends to nominate himself to stand for election as a director at the Annual Meeting and Thomas D. Sullivan has notified the Company that he intends to nominate himself and two other individuals to stand for election as directors at the Annual Meeting, in each case, in opposition to the nominees recommended by the Board of Directors of the Company. The Company is filing the Preliminary Proxy Materials because the Preliminary Proxy Materials comment upon and reference Mr. Hammann’s and Mr. Sullivan’s “solicitations in opposition” (as defined in Rule 14a-6(a) of the Exchange
May 10, 2024
Page
Act) to the Company’s director nominees standing for election at the Annual General Meeting.
Please be advised that, in accordance with Rule 14a-6(b) of the Exchange Act, the Company intends to release definitive proxy materials on or about May 23, 2024 by sending to its stockholders a definitive proxy statement and form of proxy, as well as a copy of the Company’s Annual Report for the year ended December 31, 2023, as amended. To accommodate the Company’s proposed timing for the release of definitive proxy materials, we would appreciate your prompt attention to the Preliminary Proxy Materials. Please direct any communications concerning the Preliminary Proxy Materials to the undersigned at (212) 735-2116 or Richard.Grossman@skadden.com and to Alice Givens at
(804) 495-7400 or agivens@llflooring.com.
Very truly yours,
/s/ Richard J. Grossman
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CORRESP 1 filename1.htm CORRESP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO DIRECT DIAL 212-735-2116 EMAIL ADDRESS RICHARD.GROSSMAN@SKADDEN.COM May 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 RE: LL Flooring Holdings, Inc. Commission File Number: 001-33767 Preliminary Proxy Materials Relating to 2024 Annual Meeting of Stockholders Ladies and Gentlemen: On behalf LL Flooring Holdings, Inc. (the “Company”), we are transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s preliminary proxy statement and form of proxy card (the “Preliminary Proxy Materials”) relating to the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Jerald Hammann has notified the Company that he intends to nominate himself to stand for election as a director at the Annual Meeting and Thomas D. Sullivan has notified the Company that he intends to nominate himself and two other individuals to stand for election as directors at the Annual Meeting, in each case, in opposition to the nominees recommended by the Board of Directors of the Company. The Company is filing the Preliminary Proxy Materials because the Preliminary Proxy Materials comment upon and reference Mr. Hammann’s and Mr. Sullivan’s “solicitations in opposition” (as defined in Rule 14a-6(a) of the Exchange May 10, 2024 Page 2 Act) to the Company’s director nominees standing for election at the Annual General Meeting. Please be advised that, in accordance with Rule 14a-6(b) of the Exchange Act, the Company intends to release definitive proxy materials on or about May 23, 2024 by sending to its stockholders a definitive proxy statement and form of proxy, as well as a copy of the Company’s Annual Report for the year ended December 31, 2023, as amended. To accommodate the Company’s proposed timing for the release of definitive proxy materials, we would appreciate your prompt attention to the Preliminary Proxy Materials. Please direct any communications concerning the Preliminary Proxy Materials to the undersigned at (212) 735-2116 or Richard.Grossman@skadden.com and to Alice Givens at (804) 495-7400 or agivens@llflooring.com. Very truly yours, /s/ Richard J. Grossman Richard J. Grossman cc: LL Flooring Holdings, Inc.