Lifetime Brands, Inc. (NASDAQ:LCUT) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07 Submission of Matters to a Vote of Security Holders.

On June22, 2017, Lifetime Brands, Inc. (the Company) held
its 2017 Annual Meeting of Stockholders (the Annual
Meeting), at which the Companys stockholders voted on the
following matters, which are described in detail in the 2017
Annual Meeting Proxy Statement: (i)to elect ten (10)directors to
serve on the Companys Board of Directors (the Board) until
the 2018 Annual Meeting of Stockholders or until their successors
are duly elected and qualified (Proposal 1); (ii)to ratify
the appointment of Ernst Young LLP as the independent registered
public accounting firm of the Company for the fiscal year ending
December31, 2017 (Proposal 2); (iii)to approve the
compensation of the Companys named executive officers
(Proposal 3); (iv)to approve the frequency with which
stockholders are provided an advisory vote on executive
compensation (Proposal 4); (v)to approve an amendment and
restatement of the Companys 2000 Incentive Bonus Compensation
Plan (Proposal 5); and (vi)to approve an amendment and
restatement of the Companys amended and restated 2000 Long-Term
Incentive Plan (Proposal 6). At the 2017 Annual Meeting,
the holders of 13,545,311 votes of the Companys common stock were
represented in person or by proxy, constituting a quorum.

Set forth below are the final voting results with respect to each
of the proposals acted upon at the 2017 Annual Meeting including
the number of votes cast for and against (or withheld) and the
number of abstentions and broker non-votes with respect to each
such proposal:

Proposal 1: Election of Directors

The following ten nominees unanimously recommended by the Board,
each of whom were named in the 2017 Proxy Statement, were elected
to serve on the Board to hold office until the 2018 Annual
Meeting of Stockholders or until their successors are duly
elected and qualified, based on the following votes:

Proposal 2: Ratification of Appointment of Independent
Registered Public Accountants

The appointment of Ernst Young LLP to serve as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017 was ratified based on the following
votes:

Proposal 3: Approval of the compensation of the Companys
named executive officers

The compensation of the Companys named executive officers was
approved on an advisory (non-binding) basis, based on the
following votes:

Proposal 4: Approval of the frequency with which
stockholders are provided an advisory vote on executive
compensation

A one year interval as the frequency with which stockholders are
to be provided an advisory vote on executive compensation was
approved on an advisory (non-binding) basis, based on the
following votes:

The Company is required to provide stockholders with the
opportunity to cast a non-binding advisory vote on the frequency
of stockholder votes on the compensation of the Companys named
executive officers at least once every six calendar years.On
June22, 2017, following the Annual Meeting, the Board of
Directors determined that the Company will hold an annual
advisory vote on the compensation of the Companys named executive
officers until the next required advisory vote on the frequency
of such vote, which will occur no later than the Companys Annual
Meeting of Stockholders in 2023.

Proposal 5: Approval of an amendment and restatement of
the Companys 2000 Incentive Bonus Compensation Plan

An amendment and restatement of the Companys 2000 Incentive Bonus
Compensation Plan was approved based on the following votes:

A copy of the Amended and Restated 2000 Incentive Bonus
Compensation Plan, is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.

Proposal 6: Approval of an amendment and restatement of
the Companys Amended and Restated 2000 Long-Term Incentive
Compensation Plan

An amendment and restatement of the Companys Amended and Restated
2000 Long-term Incentive Compensation Plan was approved based on
the following votes:

A copy of the Amended and Restated 2000 Long-Term Incentive
Compensation Plan, is attached hereto as Exhibit 10.2 and is
incorporated herein by reference.

Item7.01 Regulation FD Disclosure.

On June23, 2017, the Company issued a press release announcing
the results of the votes cast at the 2017 Annual Meeting and the
declaration of a quarterly cash dividend of $0.0425 per share
payable on August15, 2017 to stockholders of record as of the
close of business on August1, 2017 (the Press Release).
The Press Release is attached to this Current Report on Form 8-K
as Exhibit 99.1. The information contained in this Item7.01 and
Exhibit 99.1 hereto shall not be deemed filed for purposes
ofSection18of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the
liabilities of that section or incorporated by reference in any
filing under the Securities Act of 1933, as amended or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

Item9.01 Financial Statements and Exhibits.

LIFETIME BRANDS, INC Exhibit
EX-10.1 2 d403365dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMENDED AND RESTATED 2000 INCENTIVE BONUS COMPENSATION PLAN (Effective as of June 22,…
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About Lifetime Brands, Inc. (NASDAQ:LCUT)

Lifetime Brands, Inc. designs, sources and sells branded kitchenware, tableware and other products used in the home. The Company has three business segments: U.S. Wholesale, which designs, markets and distributes its products to retailers and distributors; International, which operates certain business operations that are conducted outside the United States, and Retail Direct, which markets and sells a limited selection of its products through its Pfaltzgraff, Mikasa, Built NY, Fred & Friends and Lifetime Sterling Internet Websites. Its product categories include over two categories of products that people use to prepare, serve and consume foods, including Kitchenware, which consists of kitchen tools and gadgets, cutlery and bakeware, and Tableware, which consists of dinnerware, stemware, flatware and giftware. Its Home Solutions consists of other products used in the home. It owns or licenses various brands, such as Farberware, Sabatier, masterclass, Kamenstein and Towle.