UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Duluth Holdings Inc. 2024 Equity Incentive Plan
At the 2024 annual meeting of shareholders of Duluth Holdings Inc. (the “Company”) held on May 23, 2024 (the “Annual Meeting”), the Company’s shareholders approved the 2024 Equity Incentive Plan of Duluth Holdings Inc. (the “2024 Plan”). The 2024 Plan provides for the following types of awards to our employees, non-employee members of the Company’s Board of Directors (the “Board”) and third-party service providers:
| (i) | stock options, |
| (ii) | shares, |
| (iii) | restricted stock, |
| (iv) | restricted stock units, or |
| (v) | performance shares. |
The aggregate number of shares of common stock authorized under the 2024 Plan consists of 3,387,486 newly authorized shares, 611,298 shares remaining available for grant under the 2015 Equity Incentive Plan of Duluth Holdings Inc. (the “2015 Plan”), and shares subject to outstanding awards granted under the 2015 Plan that on or after the effective date of the 2024 Plan terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of the shares, are settled in cash in lieu of shares, or are exchanged with the permission of the Compensation Committee of the Company’s Board of Directors prior to the issuance of shares, for awards not involving shares. As of the date of the 2024 Plan’s approval, the number of shares subject to outstanding awards granted under the 2015 Plan was 1,735,510.
The foregoing description of the 2024 Plan is qualified in its entirety by reference to the 2024 Plan attached as Appendix A to the Proxy Statement on Schedule 14A filed on April 5, 2024, which is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, our shareholders voted on proposals to: (1) elect the nine individuals nominated by the Board of Directors of the Company to serve as directors until the 2025 Annual Meeting; (2) approve, by an advisory vote, the compensation of our named executive officers as described in our proxy statement; (3) ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending February 2, 2025; and (4) approve the 2024 Plan.
The final voting results on these proposals are as follows:
(1) Election of the below-named nominees to the Board of Directors of the Company:
| Nominee |
Class of Common Stock |
Number of |
Withhold Authority |
Broker Non- Votes | ||||
| Stephen L. Schlecht |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 19,698,724 | 3,076,977 | 4,285,874 | |||||
| Samuel M. Sato |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 22,676,049 | 99,652 | 4,285,874 | |||||
| Francesca M. Edwardson |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 20,859,885 | 1,915,816 | 4,285,874 | |||||
| David C. Finch |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 19,592,388 | 3,183,313 | 4,285,874 | |||||
| Janet H. Kennedy |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 22,686,828 | 88,873 | 4,285,874 | |||||
| Brett L. Paschke |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 20,926,082 | 1,849,619 | 4,285,874 | |||||
| Susan J. Riley |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 22,686,301 | 89,400 | 4,285,874 | |||||
| Ronald Robinson |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 22,524,096 | 251,605 | 4,285,874 | |||||
| Scott K. Williams |
Class A | 33,642,000 | 0 | 0 | ||||
| Class B | 20,930,433 | 1,845,268 | 4,285,874 | |||||
(2) Advisory vote on the compensation of our named executive officers:
| Class of Common Stock |
Number of Votes |
Number of Votes |
Abstentions |
Broker Non- Votes | ||||
| Class A |
33,642,000 | 0 | 0 | 0 | ||||
| Class B |
18,561,899 | 4,166,364 | 47,438 | 4,285,874 | ||||
(3) Ratification of the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending February 2, 2025:
| Class of Common Stock |
Number of Votes |
Number of Votes |
Abstentions |
Broker Non- Votes | ||||
| Class A |
33,642,000 | 0 | 0 | 0 | ||||
| Class B |
26,928,786 | 128,696 | 4,093 | 0 | ||||
(4) Approval of the Duluth Holdings Inc. 2024 Equity Incentive Plan:
| Class of Common Stock |
Number of Votes |
Number of Votes |
Abstentions |
Broker Non- Votes | ||||
| Class A |
33,642,000 | 0 | 0 | 0 | ||||
| Class B |
20,053,600 | 2,650,961 | 71,140 | 4,285,874 | ||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Duluth Holdings Inc. 2024 Equity Incentive Plan, incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed on April 5, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| DULUTH HOLDINGS INC. | ||||||
| Dated: May 23, 2024 | By: | /s/ Heena Agrawal | ||||
| Heena Agrawal Senior Vice President and | ||||||