Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2021, the board of directors (the "Board") of Lakeland Industries,
Inc. (the "Company"), as well as the Compensation Committee of the Board (the
"Committee"), jointly adopted the revised Lakeland Industries, Inc. Long-Term
Incentive Plan (the "LTIP"). Officers, other employees, and directors of the
Company are eligible to participate in the LTIP. The LTIP is administered by the
Committee or the full Board with respect to non-employee directors of the
Company. The LTIP is intended to enable the Company (a) to recruit and retain
highly qualified executives, other employees and directors who are responsible
for moving the business of the Company forward, (b) align the interests of the
Company's executives and directors with the interests of the Company's
stockholders by creating a direct link between compensation and the Company's
performance, and (c) incentivize executives, other employees and directors of
the Company to contribute to the long-term success of the Company. It is
provided that awards will be made annually. Awards for non-employee directors
will be time based only, with vesting one year after the date of grant, subject
to the participant's continued service to the Company. Vesting of awards for
officers and other employees will be three (3) years, 50% of which will be time
based over three (3) years and the remaining 50% of which will be performance
based and will vest on the last day of a three (3) year performance period based
upon target percentages given to revenue growth, EBITDA margin, free cash flow,
and relative goals and weights determined at the time of grant, subject to the
participant's continued employment with the Company. These target percentages
will be applied against a base bonus amount (the "Base Bonus Amount"). The time
based portion of the awards will vest 1/3 one year after the date of grant, 1/3
at the end of the second year of the performance period and 1/3 at the end of
the third year of the performance period. The Base Bonus Amount will be equal to
a percentage of the participant's base salary in effect at the commencement of
the performance period (or a set amount in the case of non-employee directors).
The Committee may, at the time of grant, adjust the percentage of base salary
utilized to determine Base Bonus Amount for any participant as it deems
appropriate. All LTIP awards will be granted under, and will be subject to the
terms and conditions of, the Lakeland Industries, Inc. 2017 Equity Incentive
Plan. Recipients of awards who meet specified share ownership requirements may,
subject to certain conditions, elect to be paid in cash in lieu of restricted
stock.
The foregoing description of the LTIP does not purport to be complete and is
qualified in its entirety by reference to the full text of the LTIP, a copy of
which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Lakeland Industries, Inc. (the "Company") held its 2021 Annual Meeting of
Stockholders on June 16, 2021. The final results of the voting for each matter
submitted to a vote of Stockholders at the Annual Meeting are as follows:
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Proposal 1:
The Board of Directors' nominees for Class II director were elected to serve for
three years expiring at the Company's 2024 Annual Meeting of Stockholders and
until each of their respective successors is duly elected and qualified, by the
votes set forth below:
FOR WITHHELD BROKER NON-VOTE
Jeffrey Schlarbaum 4,454,776 142,218 79,854
Charles D. Roberson 4,561,642 35,351 79,854
Proposal 2:
The Stockholders ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the fiscal year
ending January 31, 2022 by the votes set forth below:
FOR AGAINST ABSTAIN
4,671,716 4,033 1,099
Proposal 3:
The Stockholders voted, on an advisory basis, on compensation of our named
executive officers:
FOR AGAINST ABSTAIN BROKER NON-VOTE
4,554,776 29,753 12,465 79,854
Proposal 4:
The Stockholders approved the Amendment to the Lakeland Industries, Inc. 2017
Equity Incentive Plan by the votes set forth below:
FOR AGAINST ABSTAIN BROKER NON-VOTE
4,361,742 230,266 4,985 79,854
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Exhibit Description
10.1 Lakeland Industries, Inc. Long-Term Incentive Plan
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