UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  August 28, 2019

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (608) 424-1544

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ⌧

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⌧

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Resignation of President and Chief Executive Officer

On August 28, 2019, Stephanie L. Pugliese resigned as the President and Chief Executive Officer and as a member of the Board of Directors (the “Board”) of Duluth Holdings Inc. (the “Company”) effective as of August 29, 2019.

Appointment of Chief Executive Officer

On August 30, 2019, the Board appointed Stephen L. Schlecht as the Company’s Chief Executive Officer.  Mr. Schlecht currently serves as the Company’s Executive Chairman.  Mr. Schlecht’s biography is set forth following Part I, Item 4 of the Company’s Form 10-K, filed with the Securities and Exchange Commission on April 19, 2019, which information is incorporated herein by reference.  Mr. Schlecht’s compensation did not change in connection with his appointment to this position.  Since January 29, 2018, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Schlecht had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K, except as disclosed under the heading “Certain Relationships and Related Party Transactions” in the Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 26, 2019, which information is incorporated herein by reference.

The Company’s press release announcing the foregoing resignation and appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

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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.

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EXHIBIT 99.1

Duluth Holdings Announces Resignation of CEO Stephanie L. Pugliese

Pugliese to pursue a new opportunity

Founder Stephen L. Schlecht to reassume role of CEO

Mount Horeb, WI – September 4, 2019 – Duluth Holdings Inc. (dba, Duluth Trading Company) (“Duluth Trading”) (“Company”) (NASDAQ: DLTH), a lifestyle brand of men’s and women’s casual wear, workwear and accessories, today announced that Stephanie Pugliese resigned as President and Chief Executive Officer and as a Board member, effective as of August 29, 2019.  The Board of Directors appointed Steve Schlecht, currently serving as the Company’s Executive Chairman, to the role of Chief Executive Officer, effectively August 30, 2019.

“The Board of Directors of Duluth Trading Company accepted Stephanie’s decision to resign as President and CEO of the Company based on her desire to accept a leadership position at another company,” said Stephen L. Schlecht. “Stephanie has been an extraordinary business colleague for the past 11 years.  Under her leadership, we have developed a thriving women’s business, expanded our retail footprint and built a strong omnichannel platform to better serve our customers. I want to thank Stephanie for her many contributions to Duluth Trading and wish her the very best of success in her new position.”

Schlecht continued, “As the founder of Duluth Trading, I have a deep commitment to the ongoing success of our Company.  To ensure the continuity of our vision and the execution of our strategy, I am fully invested in reassuming the role of its CEO until such a time that this important responsibility can be smoothly transitioned to the right person following a deliberate search process that will allow us to maintain our focus on our important fourth quarter.   Over the years, I have been actively engaged with our deep and talented bench of senior leadership and we are committed to moving forward together with no disruption to our business.”

Stephanie L. Pugliese commented, “It’s bittersweet to leave this amazing company and people. I especially owe so much to Steve, who has been my mentor and staunchest supporter. He has helped build the careers of many people like mine, and I hope to always make him proud as I move into the next chapter of my professional life.”

About Duluth Trading

Duluth Trading is a rapidly growing lifestyle brand for the Modern, Self-Reliant American.  Based in Mount Horeb, Wisconsin, we offer high quality, solution-based casual wear, workwear and accessories for men and women who lead a hands-on lifestyle and who value a job well-done.  We provide our customers an engaging and entertaining experience.  Our marketing incorporates humor and storytelling that conveys the uniqueness of our products in a distinctive, fun way, and our products are sold exclusively through our content-rich website, catalogs, and “store like no other” retail locations. We are committed to outstanding customer service backed by our “No Bull Guarantee” - if it’s not right, we’ll fix it. Visit our website at www.duluthtrading.com.

Investor and Media Contacts:

Donni Case (310) 622-8224

Margaret Boyce (310) 622-8247

Duluth@finprofiles.com