DULUTH HOLDINGS INC. (NASDAQ:DLTH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2018, the Board of Directors (the “Board”) of Duluth Holdings Inc. (the “Company”) appointed Scott K. Williams to its Board effective immediately. Mr. Williams has not been appointed to any committees of the Board at this time.
As a non-employee director of the Company, Mr. Williams will participate in the Company’s Outside Director Compensation Program, as described in Exhibit 10.1 hereto. to such program, Mr. Williams received a grant of 2,160 shares of Class B common stock on June 29, 2018, which was prorated based on the date of his appointment and in accordance with the program.
There were no arrangements or understandings between Mr. Williams and any other person to which he was selected as a director. Mr. Williams does not have any direct or indirect or material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
The foregoing description of Mr. Williams’ compensation as an outside director is qualified in its entirety by reference to the summary filed herewith as Exhibit 10.1, which is incorporated by reference to this Item 5.02.
On July 2, 2018, the Company issued a press release announcing the election of Mr. Williams as a director, a copy of which is attached hereto as Exhibit 99.1, and incorporated herein by reference.
Item 8.01
Other Events
On May 24, 2018, the Board amended the Company’s Outside Director Compensation Program to (a) increase the stock compensation component from an annual restricted stock grant of $40,000 of Class B common stock to $57,000 of Class B common stock, and (b) increase the additional annual cash retainer for non-chair Compensation Committee members from $5,000 to $7,800 and for non-chair Nominating and Governance Committee members from $4,000 to $5,000.
The foregoing description of the Outside Director Compensation Program is qualified in its entirety by reference to the summary filed herewith as Exhibit 10.1, which is incorporated by reference to this Item 8.01.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
Summary of Outside Director Compensation |
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99.1 |
Press Release dated July 2, 2018 |
DULUTH HOLDINGS INC. ExhibitEX-10.1 2 exhibit10-1.htm SUMMARY OF OUTSIDE DIRECTOR COMPENSATION EXHIBIT 10.1 Exhibit 10.1 Summary of Outside Director Compensation Program Annual Retainers Director $40,…To view the full exhibit click here
About DULUTH HOLDINGS INC. (NASDAQ:DLTH)
Duluth Holdings Inc. is a lifestyle brand of men’s and women’s casual wear, workwear and accessories sold through the Company’s own direct and retail channels. The Company operates through two segments: direct and retail. The Company’s product assortment includes shirts, pants, underwear, outerwear, footwear, accessories and hard goods. The Company offers a range of products, such as its Longtail T shirts, Buck Naked underwear and Fire Hose work pants. The Company offers products under its Duluth Trading brand name. The Company also offers Duluthflex Ballroom jeans. The Company’s direct channel reaches customers through its Website and catalogs. The Company’s Website, www.duluthtrading.com, serves as a storefront for its product assortment. Its retail stores allow it to reach customers that prefer to shop in a brick and mortar setting. The Company’s stores range in size from 6,000 to 11,000 selling square feet.