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 Officers

Item5.02

On May30, 2017, Mark M. DeOrio, Senior Vice President and Chief
Financial Officer of Duluth Holdings Inc. (the Company), notified
the Company of his intent to retire after nearly seven years of
service to the Company. Mr.DeOrios retirement will be effective
on a date to be mutually agreed upon by Mr.DeOrio and the
Company, but no later than December31, 2017 (the Separation
Date). In connection with his planned retirement, the Company and
Mr.DeOrio have entered into a letter agreement under which, after
the effective date of his retirement, Mr.DeOrio will continue to
be employed by the Company in his current capacity and at his
current level of salary and benefits and is eligible for prorated
participation in the Companys Annual Incentive Plan through
December31, 2017. Following the Separation Date, the Company will
pay Mr.DeOrio in accordance with the terms and conditions of
Section 3.2(c) of Mr.DeOrios employment agreement dated August5,
2015. From the date of the letter agreement through the
Separation Date, Mr.DeOrios previously granted equity awards will
continue to vest in accordance with their terms and conditions,
but Mr.DeOrio will no longer be eligible for long-term equity
incentive grants under the Companys 2015 Equity Incentive Plan.

The foregoing descriptions of the letter agreement do not purport
to be complete and are qualified in their entirety by reference
to such documents, a copy of which is attached as Exhibit 10.1
and incorporated herein by reference. On June1, 2017, the Company
issued a press release announcing Mr.DeOrios planned retirement,
a copy of which is attached as Exhibit 99.1 and incorporated
herein by reference.

The Company is currently conducting a search to identify
Mr.DeOrios successor.

(d) Exhibits

2

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.

DULUTH HOLDINGS INC. (NASDAQ:DLTH) Recent Trading Information

DULUTH HOLDINGS INC. (NASDAQ:DLTH) closed its last trading session down -0.02 at 19.52 with 169,501 shares trading hands.