Submission of Matters to a Vote of Security

Tile Shop Holdings, Inc. (the Company)

held its

2018

Annual Meeting of Stockholders on July

16

,

201

9

.At the meeting:

1.

Cabell H. Lolmaugh and Peter J. Jacullo III

were elected to the Companys Board of Directors as Class I directors to hold office until the

2022

Annual Meeting of Stockholders.

2.

The appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31,

201

9

was ratified.

3.

The compensation of the Companys named executive officers was approved, on a non-binding and advisory basis.

4.

A one-year frequency for the vote on named executive officer compensation was recommended, 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

Cabell H. Lolmaugh

40,271,259

1,720,020

6,452,473

Peter J. Jacullo III

34,968,437

7,022,842

6,452,473

2.

Ratification of selection of Ernst & Young LLP as the Companys independent registered public accounting firm for the fisca

l year ending December 31,

201

9

:

For

Against

Abstain

Broker Non-Votes

48,262,707

152,029

29,016

0

3.

Approval, on a non-binding and advisory basis, of named executive officer compensation:

For

Against

Abstain

Broker Non-Votes

41,616,183

295,338

79,758

6,452,473

4

.

Approval, on a non-binding and advisory basis, of the frequency of the vote on named executive officer compensation:

One-Year

Two-Years

Three-Years

Abstain

Broker Non-Votes

34,894,029

87,780

6,939,983

69,487

6,452,473

Based on the Board of Directors recommendation in the Companys 2019 Proxy Statement and the voting results, the Company has determined to hold an advisory vote on named executive compensation annually.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TILESHOPHOLDINGS,INC.

By/s/KirkL.Geadelmann

Date: July

17

,

201

9

Name:KirkL.Geadelmann

Title:ChiefFinancialOfficer

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