PLEASE VOTE TODAY!
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** TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED **
** WHITE PROXY CARD**
LL FLOORING HOLDINGS, INC.
(“The Company”)
Annual Meeting of Stockholders July 10, 2024
This Proxy is Solicited on Behalf of the Board of Directors of LL Flooring Holdings, Inc.
The undersigned appoints Robert L. Madore and Alice G. Givens and each of them acting individually or in the absence of others, as proxies with full power
of substitution and re-substitution, to vote all shares of common stock, par value of $0.001 per share (the “Common Stock”) of LL Flooring Holdings, Inc. a Delaware corporation (the
“Company”), which the undersigned would be entitled to vote if present at the Company’s Annual Meeting of Stockholders and at any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”),
scheduled to be held on July 10, 2024 at 11:00 AM Eastern Time at LL Flooring Holdings, Inc., 4901 Bakers Mill Lane, Richmond, VA 23230.
The
undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock held by the undersigned, and hereby ratifies and confirms all action of the herein named proxies or their substitutes
may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named proxies or their substitutes with respect to any other matters as may properly come before the
Annual Meeting that are unknown to the Company a reasonable time before this solicitation to the extent authorized by Rule 14a- 4(c) under the Securities Exchange Act of 1934, as amended.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE HEREOF. THE NAMED PROXIES WILL ALSO EXERCISE THEIR DISCRETION ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING, SUBJECT TO APPLICABLE LAW. IF NO DIRECTION IS INDICATED WITH RESPECT TO ANY OF THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF THE
THREE (3) LL FLOORING HOLDINGS, INC. NOMINEES, NOT VOTED ON THE ELECTION OF THE THREE (3) THOMAS SULLIVAN NOMINEES OR ON THE ELECTION OF THE JERALD HAMMANN NOMINEE, VOTED “FOR” PROPOSAL 2, THE ADVISORY RESOLUTION
APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, VOTED “FOR” PROPOSAL 3, THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS
(“THE DECLASSIFICATION PROPOSAL”), VOTED “FOR” PROPOSAL 4, THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES FOR ISSUANCE (“THE
SHARE AUTHORIZATION PROPOSAL”), VOTED “FOR” PROPOSAL 5, THE RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 (“THE AUDITOR
PROPOSAL”), VOTED “AGAINST” THE PROPOSAL SUBMITTED BY DONOVAN S. ROYAL, A STOCKHOLDER OF THE COMPANY, WITH RESPECT TO ENABLING STOCKHOLDERS OF THE COMPANY TO CALL SPECIAL MEETINGS OF STOCKHOLDERS (THE “STOCKHOLDER
PROPOSAL”) AND VOTED IN THE DISCRETION OF THE NAMED PROXIES ON ANY OTHER PROPOSAL THAT MAY BE PRESENTED AT THE ANNUAL MEETING.
WHILE YOU
MAY MARK INSTRUCTIONS WITH RESPECT TO ANY OR ALL OF THE COMPANY NOMINEES LISTED IN PROPOSAL 1, YOU MAY MARK A VOTE “FOR” ONLY UP TO THREE NOMINEES IN TOTAL. IF YOU MARK A VOTE “FOR” WITH RESPECT TO FEWER THAN THREE
NOMINEES, YOUR SHARES WILL BE VOTED “FOR” ONLY WITH RESPECT TO THOSE NOMINEES YOU HAVE SO MARKED. IF YOU MARK A VOTE “FOR” WITH RESPECT TO MORE THAN THREE NOMINEES, YOUR VOTES ON PROPOSAL 1 REGARDING NOMINEES WILL
BE INVALID AND WILL NOT BE COUNTED.
This Proxy will be valid until the completion of the Annual Meeting. This Proxy will only be valid in
connection with the Company’s solicitation of proxies for the Annual Meeting.
IMPORTANT: PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THIS
WHITE PROXY CARD USING THE ENCLOSED POSTAGE-PAID ENVELOPE! CONTINUED AND TO BE SIGNED ON REVERSE SIDE
(continued
and to be signed on the reverse side)
