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

Tile Shop Holdings, Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") online on June 13, 2023, at which a total of 27,912,113 shares (excluding broker non-votes) were present virtually or by proxy. At the Annual Meeting:

1. Peter H. Kamin and Mark J. Bonney were elected to the Board of Directors of


    the Company as Class II directors to hold office until the Company's 2026
    Annual Meeting of Stockholders.

2. The compensation of the Company's named executive officers was approved, on a


    non-binding and advisory basis.

The voting results for each such matter were as follows:

1. Election of directors:






   Nominee           For           Withheld        Broker Non-Votes
Peter H. Kamin     26,569,993       1,342,120              5,002,931
Mark J. Bonney     25,504,483       2,407,630              5,002,931

The other members of the Board of Directors whose terms of office continued after the Annual Meeting were Deborah K. Glasser, Linda Solheid, Peter J. Jacullo III and Cabell H. Lolmaugh.

2. Approval, on a non-binding and advisory basis, of named executive officer


    compensation:




    For           Against      Abstain       Broker Non-Votes
  27,673,999       197,058       41,056              5,002,931

On May 25, 2023, the Company filed a supplement to its Definitive Proxy Statement for the Annual Meeting, dated April 20, 2023, indicating that the Audit Committee of the Board of Directors (the "Audit Committee") had conducted a competitive selection process to determine the Company's independent registered public accounting firm for the year ending December 31, 2023. As a result of this process, the Audit Committee selected RSM US LLP as the Company's independent registered accounting firm. On the same day, the Audit Committee approved the dismissal of Ernst & Young LLP as its independent registered public accounting firm. As a result of this dismissal, the Company withdrew Proposal 2 from the meeting agenda of the Annual Meeting, which asked the Company's stockholders to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. Accordingly, this proposal was not presented or voted upon at the Annual Meeting.

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