United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required In Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934(Amendment1934 (Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

Lakeland Industries, Inc.

(Name of Registrant as Specified In Its Charter) 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 Lakeland Industries, Inc.

May 6, 20165, 2017

Dear Stockholder,

I am pleased to extend to you my personal invitation to attend the 20162017 Annual Meeting of Stockholders of Lakeland Industries, Inc. (the “Company”) on Wednesday, June 15, 201621, 2017 at 10:00 a.m. at the Hilton Garden Inn, 3485 Veterans Memorial Highway, Ronkonkoma, NY 11779.

The accompanying Notice of Annual Meeting and Proxy Statement contain a description of the formal business to be acted upon by the stockholders. At the meeting, we intend to discuss our performance for the fiscal year ended January 31, 20162017 and our plans for the current fiscal year. Certain officers of the Company will be available to answer any questions you may have.

While I am looking forward to seeing you at the meeting, it is very important that those of you who cannot personally attend assure your shares are represented. I urge you therefore to sign and date the enclosed form of proxy and return it promptly in the accompanying envelope.envelope if you received the proxy statement in the mail, or follow the instructions contained in the Notice of Internet Availability of Proxy Materials to vote on the Internet. If you attend the meeting, you may, if you wish, withdraw any proxy previously given and vote your shares in person.

	Sincerely,
	Christopher J. Ryan
	Chief Executive Officer and Secretary

 Lakeland Industries, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, June 15, 201621, 2017

To Our Stockholders:

Only stockholders of record at the close of business on April 21, 20162017 and owners of restricted stock granted pursuant to our stock plans will receive notice of, and be eligible to vote at, the Annual Meeting of Stockholders or any adjournment thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.

 Your vote is important.important, regardless of the number of shares you own. Please carefully read the Proxy Statement and the voting instructions on the enclosed proxy card. Then, whetherWhether or not you plan to attend the Annual Meeting of Stockholders, in person, and no matter how many shares you own, pleaseare respectfully requested by the Board of Directors to sign, date and promptly return the enclosed proxy card promptly in the enclosedaccompanying postage prepaid envelope which requires no additional postage if mailedyou received this Proxy Statement in the United States.mail, or follow the instructions contained in the Notice of Internet Availability of Proxy Materials to vote on the Internet.

INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding the Availability of Proxy Materials for the 20162017 Annual Meeting of Stockholders to be held on Wednesday, June 15, 201621, 2017 at 10:00 a.m. Pursuant to Securities and Exchange Commission rules we have elected to utilize the “notice and access” option of providing proxy materials to our stockholders whereby we are delivering to all stockholders electronic copies of all of our proxy materials, including a proxy card, as well as providing access to our proxy materials on a publicly assessable website.Lakeland’s Notice of Annual Meeting, Proxy Statement and Annual Report to Stockholders for the fiscal year ended January 31, 20162017 are available on the Internet at www.proxyvote.com.

This Notice and Proxy Statement are first being sent or given to stockholders of record on or shortly afterabout May 6, 2016.5, 2017.

Ronkonkoma, New York	By Order of the Board of Directors,
May 6, 20165, 2017
	Christopher J. Ryan
	Secretary

Christopher J. Ryan

Secretary

 Lakeland Industries, Inc.

3555 Veterans Memorial Highway, Suite C

Ronkonkoma, New York 11779

(631) 981-9700

PROXY STATEMENT

Annual Meeting of StockholderStockholders to be Held on Wednesday, June 15, 201621, 2017

GENERAL INFORMATION

This proxy statement and accompanying proxy are being furnished in connection with the solicitation by the Board of Directors (the “Board”) of Lakeland Industries, Inc., a Delaware corporation (referred to as “Lakeland,(“Lakeland,” the “Company,” “we,” “our,” or “us”), of proxies to be used at the annual meeting of stockholders of Lakeland to be held on Wednesday, June 15, 2016, which we refer to as the Annual Meeting,21, 2017 (the “Annual Meeting”), and at any adjournment or postponement thereof. Lakeland will bear the costs of this solicitation. The mailing address of our principal executive offices is Lakeland Industries, Inc., 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779. This proxy statement and accompanying proxy are first being sent or given to our stockholders on or about May 6, 2016.5, 2017.

Who may vote 

StockholdersThe Board established the close of Lakeland recorded in our stock registerbusiness on April 21, 20162017 as the record date for determining the stockholders of record entitled to notice of and holders of restricted shares of our common stock mayto vote at the meeting.Annual Meeting. As of thatthe record date, Lakeland had 7,363,4257,263,774 shares of common stock issuedwere outstanding, which number excludes 32,399 shares of unvested restricted stock that have voting rights and outstanding.that are held by members of the Board. Each share is entitledof common stock entitles the record holder thereof to one vote on each matter submitted to the stockholders atbrought before the Annual Meeting.

How proxies work

Lakeland’sThe Board is asking for your proxy. Giving us your proxy means you authorized us to vote your shares at the Annual Meeting in the manner you direct. You may vote or withhold your vote in respect of each of our director nominees. You may also vote for or against each of the other proposals or abstain from voting.

All proxies properly signed will, unless a different choice is indicated, be voted “FOR” the election of the two nominees for director proposed by our Nominating and Corporate Governance Committee, and “FOR” the ratification of WeiserMazarsFriedman LLP (“WeiserMazars”) as our independent registered public accounting firm for fiscal year ending January 31, 2017.2018, “FOR” the resolution approving the compensation of our named executive officers, and “FOR” the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “Incentive Plan Proposal”).

You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you hold shares through someone else, such as a stockbroker or bank, you may get material from them asking how you want to vote. Specifically, if your shares are held in the name of your stockbroker or bank and you wish to vote in person at the meeting, you should request your stockbroker or bank to issue you a proxy covering your shares.

If any other matters come before the meetingAnnual Meeting or any postponement or adjournment, each proxy will be voted in the discretion of the individuals named as proxies on the card.

Revoking a proxy

You may revoke your proxy at any time before the vote is taken by submitting a new proxy with a later date, by voting via the Internet or by telephone at a later time, by voting in person at the meeting or by notifying Lakeland’s Secretary in writing at the address under “Questions” on page 27.

Quorum

In order to carry on the business of the meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person.32.

Attending in Person

Only stockholders, their proxy holders and Lakeland guests, each of which must be properly registered as described in the Notice, may attend the Annual Meeting.

What vote is required

Quorum

In order to approve each proposal?

Proposal No. 1,carry on the election of two directors requires a pluralitybusiness of the votes cast.Annual Meeting, we must have a quorum. The two nominees receivingpresence at the most “For” votes will be elected. Only votes “For” will affect the outcome. AbstentionsAnnual Meeting, in person or broker non-votes, as described below, will have no effect on the outcomeby proxy, of the vote on Proposal No. 1.

Proposal No. 2, the ratificationholders of the appointment of WeiserMazars as our independent registered public accounting firm, requires a “For” vote by the majority of the shares eligible to vote constitutes a quorum. If a share of common stock is represented for any purpose at the Annual Meeting, it is deemed to be present in person orfor quorum purposes and for all other matters as well. Shares of common stock represented by a properly executed proxy and entitledwill be treated as present at the Annual Meeting for purposes of determining a quorum, without regard to vote thereon. In determining whether the proposal has received the requisite number of votes, abstentions will be countedproxy is marked as casting a vote against this proposal.or abstaining.

How votes are counted and how are brokers non-votes treated?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “For”“for” votes, “Against”“against” votes, abstentions, withheld votes and broker non-votes.

Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” isbroker non-vote occurs when a broker, bank or other nominee has not received voting instructions from the beneficial owner of shares held in “street name” and the broker, bank or other nominee does not have, or declines to exercise, discretionary authority to vote on a particular matter. Brokers, banks or other nominees only have discretionary authority to vote your uninstructed shares in the absence of specific instructions on “routine” matters, but will not be allowed to vote your uninstructed shares without specific instructions with respect to certain “non-routine” matters. Under current Nasdaq Stock Market rules, the ratification of the appointmentselection of independent registered public accountants (Proposal No. 2) is considered routine and your broker, bank or other nominee will be able to vote on that proposal even if it does not receive instructions from you. TheHowever, they do not have discretionary authority to vote on the election of two directors (Proposal No. 1) is a “non-routine” matter. This means that if, on the approval (on an advisory basis) of named executive officer compensation (Proposal No. 3), or on the Incentive Plan Proposal (Proposal No. 4), so we encourage you holdto provide instructions to your shares through a broker, bank or other nominee regarding the voting of your shares.

What vote is required to approve each proposal? 

Proposal No. 1, the election of two directors requires a plurality vote of the shares present in “street name”person or represented by proxy and doentitled to vote at the Annual Meeting. The two nominees receiving the most “for” votes will be elected. Any shares not providevoted “for” a particular nominee (whether as a result of stockholder withholding or a broker non-vote) will not be counted in any nominee’s favor and will have no affect the outcome of the election.

Proposal No. 2, the ratification of the selection of Friedman LLP as our independent registered public accounting firm, requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. If you “abstain” from voting instructions, the broker, bank or other nomineewith respect to this proposal, your vote will have the discretionsame effect as a vote “against” the proposal.

Proposal No. 3, the advisory vote on named executive officer compensation will be considered approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter. If you “abstain” from voting with respect to this proposal, your sharesvote will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on Proposal No. 2 but not on Proposal No. 1.the vote for this proposal. Although this vote is non-binding, the Board and the Compensation Committee of the Board, which is comprised of independent directors, expect to take into account the outcome of the vote when considering further executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

Proposal No. 4, the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. If you “abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “against” the proposal. Broker non-votes are not applicable to this proposal.

How can I find out the results of the voting at the Annual Meeting? 

PreliminaryWe will announce preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in athe Company’s Current Report on Form 8-K, which the Company is required to be filedfile with the Securities and Exchange Commission (“SEC”) within four business days following the conclusion of our Annual Meeting.

Householding of proxy material.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding,” which the SEC has approved. Under this procedure, you may only receive one copy of the Notice of Internet Availability of Proxy Materials and, if applicable, this Proxy Statement and our annual report, for multiple stockholders in your household. Upon written or oral request, we will deliver promptly another copy of the Notice of Internet Availability of Proxy Materials and, if applicable, this Proxy Statement and our annual report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, please contact theour Corporate Secretary at Lakeland Industries, Inc., 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York, 11779, by mail. If you want to receive separate copies of our proxy statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder.

Has the Lakeland Board made a recommendation regarding the matters to be acted upon at the Annual Meeting? 

Lakeland Board recommends that you vote “FOR” the election of the two directors proposed by the Nominating and Governance Committee and(Proposal No. 1), “FOR” the ratification of WeiserMazarsthe selection of Friedman LLP as our independent registered public accounting firm for the fiscal year ended January 31, 2017.

2018 (Proposal No. 2), “FOR” the approval, on an advisory basis of the named executive officer compensation (Proposal No. 3), and “FOR” the Incentive Plan Proposal (Proposal No. 4).

PROPOSAL NO. 1

ELECTION OF DIRECTORS

(Item 1 on

As permitted by Delaware law, the Proxy Card)

General 

Our Bylaw’s provide for a Board of Directors consisting of at least five and not more than seven directors, classifiedis divided into three classes, the classes being divided as nearly equalequally as possible and each class having a term of three years. Each year the term of office of one class expires. A director elected to fill a vacancy, including a vacancy resulting from an increase in the number as possible. Ourof directors constituting the Board, serves for the remaining term of Directors nowthe class in which the vacancy exists. The Board presently consists of five directors. As indicated below, Mr. Thomas McAteer, a directormembers, with two directors serving in Class IIII, one director serving in Class II, and Mr. James Jenkins, are nominated for election at this Annual Meeting of Stockholders to hold office for a three-year term, which willtwo directors serving in Class III.

The Board proposed that Messrs. Ryan and Kreft, whose terms expire at the 2019 Annual Meeting, each be elected as director to serve for a term expiring at the 2020 annual meeting of Stockholders, orstockholders and until their successors are duly elected and qualified or until such director’s earlier resignation or removal. Our Nominating and Governance Committee consideredUnless otherwise indicated, the qualifications of Mr. McAteer and Mr. Jenkins for election prior to the Annual Meeting, and unanimously recommended that they be nominated for election to the Board. Following the election, our Board will continue to consist of five directors consisting of (i) two directors serving in Class I, (ii) one director serving in Class II, and (iii) two directors serving in Class III, as further set forth below.

Vote Required

Directors are elected by a plurality of the votes properly cast in person or by proxy. Shares represented by executedenclosed proxy cards will be voted, if authority to do so is not withheld, for the election of the nominees named below. Abstentions and broker non-votes will have no effect on the outcome. If any Board nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of Messrs. Ryan and Kreft as nominees, to serve for the terms as set forth above. Should either nominee become unable to serve for any reason, which is not anticipated, the Board may designate a substitute nominee, determined by our Board.in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee. Each person nominated by the Board for election has agreed to serve if elected. We have no reason to believe that any Board nominee will be unavailable or, if elected, will decline to serve.

VoteRequired

The directors are elected by a plurality of the votes properly cast in person or by proxy at the Annual Meeting. With respect to the election of directors, you may vote “for” or “withhold” authority to vote for each of the nominees. Any shares not voted “for” a particular nominee (whether as a result of stockholder withholding or a broker non-vote) will not be counted in any nominee’s favor and will have no effect on the outcome of the election.

NOMINEE DIRECTORS - CLASS I

Terms Expiring in 2020

Christopher J. Ryan has served as our Chief Executive Officer and President since November 2003, Secretary since April 1991, and a director since May 1986. Mr. Ryan was our Executive Vice President - Finance from May 1986 until becoming our President in November 2003. Mr. Ryan also worked as a Corporate Finance Partner at Furman Selz Mager Dietz & Birney, Senior Vice President-Corporate Finance at Laidlaw Adams & Peck, Inc., Managing-Corporate Finance Director of Brean Murray Foster Securities, Inc. and Senior Vice President-Corporate Finance of Rodman & Renshaw, respectively, between 1983-1991. Mr. Ryan served as a Director of Lessing, Inc., a privately held restaurant chain based in New York, from 1995-2008. Mr. Ryan received his BA from Stanford University, his MBA from Columbia Business School and his J.D. from Vanderbilt Law School. Mr. Ryan’s qualifications to serve on our board include his business and legal education as well as his lengthy experience as a director at our Company and at other companies.

A. John Krefthas served as a director since 2004 and our Chairman of the Board since June 2016. Mr. Kreft has been President of Kreft Interests, a Houston based private investment firm, since 2001. Between 1998 and 2001, he was the Chief Executive Officer of Baker Kreft Securities, LLC, a NASD broker-dealer. From 1996 to 1998, Mr. Kreft was a co-founder and manager of TriCap Partners, a Houston based venture capital firm. From 1994 to 1996, he was employed as a director at Alex Brown and Sons. Mr. Kreft has also held senior positions at CS First Boston, including as a managing director from 1989 to 1994. Mr. Kreft received his MBA from the Wharton School of Business. Mr. Kreft’s qualifications to serve on our board include his extensive capital markets experience with debt and equity financings and bank facilities. In addition, his familiarity with acquisition due diligence and integration issues assists him in his directorship of our company.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH OF THE NOMINEES FOR DIRECTOR

INCUMBENT DIRECTORS - CLASS III

Terms Expiring in 2019

Thomas J. McAteerhas served as a director since 2011. Mr. McAteer has served as Executive Vice President of Management Development and Strategic Initiatives of Suffolk Transportation since March 2013 and Chairman of the Board of New World Medical Network, a private healthcare organization, since 2015. He also served as the Vice Chair of the Board and Chair of the Compensation and Personnel Committee for the Long Island Power Authority since December 2014. He served as the Senior Vice President and Regional Market Head for Aetna's Medicaid Division from March 2007 until March 2013. Prior to joining Aetna Medicaid, Mr. McAteer served as the President and CEO of Vytra Health Plans. In a thirteen year career at Vytra, Mr. McAteer played an executive leadership role in growing Vytra from annual revenues of $70 million in 1993 to over $375 million in 2005. In 2001, Mr. McAteer facilitated the sale of Vytra to HIP Health Plans and, thereafter assumed the additional responsibilities of Executive Vice President for Brand Leadership, as well as joining the Executive Committee of the enterprise. Before joining Vytra, Mr. McAteer served as the Chief Deputy County Executive in Suffolk County, New York and prior to that as the Director of Human Resources for the Metropolitan Transportation Authority. Mr. McAteer's qualifications to serve on our Board include his business experience and multiple prior executive positions.

James M. Jenkinsis apartner at Harter Secrest & Emery LLP, a regional law firm located in Western New York.  Mr. Jenkins’s practice is in focused the areas of corporate governance and general corporate law matters, including initial and secondary public offerings, private placements, mergers and acquisitions, and securities law compliance. Mr. Jenkins joined the firm in 1989 as an associate and was elected a partner effective January 1, 1997.  He has served as the Chair of the firm's Securities Practice Group since 2001 and served as a member of the firm’s Management Committee from January 2007 to January 2013. He was recently named the Partner in Charge of the firm's New York City office. Mr. Jenkins holds a B.A from Virginia Military Institute and a J.D. from West Virginia University College of Law. Mr. Jenkins previously served on our Board from 2012 to 2015 where he also was a member of our Audit and Corporate Governance Committees. Mr. Jenkins’s qualifications to serve on our Board include his corporate governance experience as well his current business-related experience.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH OF THE NOMINEES FOR DIRECTOR

INCUMBENT DIRECTOR - CLASS II

Term Expiring in 2018

Stephen M. Bachelder has served as a director since 2004. Mr. Bachelder was our Chief Operating Officer sincefrom November 2012 and a director since 2004.to March 2017. From February 2011 to November 2012, he served as Chairman of our Board of Directors. From March 2011 until November 2012 he served as our National Sales Manager. Mr. Bachelder was an executive and President of Swiftview, Inc., a Portland, Oregon based software company, from 1999 to 2007. Swiftview, Inc. was sold to a private equity firm in October 2006. From 1991 to 1999, Mr. Bachelder operated a consulting firm advising technology companies in the Pacific Northwest.  Mr. Bachelder was the presidentPresident and owner of an apparel company, Bachelder Imports, from 1982 to 1991, and worked in executive positions for Giant Foods, Inc. and Pepsico, Inc. between 1976 and 1982. Mr. BachelderHe is a graduate of the Harvard Business School. Mr. Bachelder’s qualifications to serve on our Board include his business education and multiple prior executive positions at a number of companies, including Lakeland.

Terms Expiring in 2017CORPORATE GOVERNANCE

Lakeland operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards.

Christopher J. Ryan has served as our Chief Executive Officer and President since November 2003, Secretary since April 1991, andDirector Independence 

The standards relied upon by the Board in affirmatively determining whether a director since May 1986. Mr. Ryan wasis “independent,” in compliance with NASDAQ and SEC rules, are comprised, in part, of those objective standards set forth in such rules. In addition to these objective standards and in compliance with NASDAQ and SEC rules, no director will be considered independent who has a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director. The Board exercises appropriate discretion in identifying and evaluating any such relationship. The Board, in applying the above-referenced standards and after considering all of the relevant facts and circumstances, has affirmatively determined that the Company’s independent directors are: A. John Kreft, Thomas J. McAteer, and James M. Jenkins, representing a majority of the members of the Board.

Lakeland’s independent directors meet in executive sessions when deemed necessary, but generally no less than twice a year.

Board and Committee Meetings and Attendance 

The Board has three standing committees – the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. Each committee operates under a written charter adopted by the Board and each charter is available without charge on our Executive Vice President - Finance from May 1986 until becomingwebsite atwww.lakeland.comunder the headings “Investor Relations-Financial Information-Lakeland Board Committee Charters and Governance Guidelines.” Hard copies may also be obtained, without charge, by writing to our President in November 2003. Mr. Ryan also worked as a Corporate Finance PartnerSecretary at Furman Selz Mager Dietz & Birney, Senior Vice President-Corporate Finance at Laidlaw Adams & Peck, Inc., Managing-Corporate Finance Director of Brean Murray Foster Securities, Inc. and Senior Vice President-Corporate Finance of Rodman & Renshaw, respectively, between 1983-1991. Mr. Ryan served as a Director of Lessing, Inc., a privately held restaurant chain based inLakeland Industries, Inc, 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York from 1995-2008. Mr. Ryan received11779.

During the fiscal year ended January 31, 2017, there were nine (9) meetings of the Board; six (6) meetings of the Audit Committee; four (4) meetings of the Compensation Committee; and one (1) meeting of the Nominating and Governance Committee. Each director attended at least 75% of the aggregate number of meetings of the Board, and the respective committees of which he is a member, during the period for which he was a director during fiscal year ended January 31, 2017.

Audit Committee

As of fiscal year ended January 31, 2017 and as of the record date, the members of our Audit Committee consisted of A. John Kreft (Chairman), Thomas McAteer, and James Jenkins. Duane Albro was a member of the committee until his BA from Stanford University, his MBA from Columbia Business School and his J.D. from Vanderbilt Law School. Mr. Ryan’s qualifications to serve on our board include his business and legal education as well as his lengthy experienceresignation as a director at our Companyon June 15, 2016. Each member of the Audit Committee has been determined by the Board, as reviewed on an annual basis, to meet the standards for independence required of audit committee members by the NASDAQ listing standards and at other companies.

A. John Kreftapplicable SEC rules. Our Board has served as a director since 2004.determined that Mr. Kreft has been Presidentis an “audit committee financial expert,” within the meaning of Kreft Interests, a Houstonapplicable SEC rules based private investment firm, since 2001. Between 1998 and 2001, he was the Chief Executive Officer of Baker Kreft Securities, LLC, a NASD broker-dealer. From 1996 to 1998, Mr. Kreft was a co-founder and manager of TriCap Partners, a Houston based venture capital firm. From 1994 to 1996 he was employed as a director at Alex Brown and Sons. Mr. Kreft has also held senior positions at CS First Boston, including as a managing director from 1989 to 1994. Mr. Kreft receivedupon, among other things, his MBA in finance from the Wharton School of Business.Business, four and a half years’ experience with two “Big 4” accounting firms, eighteen years of investment banking, underwriting and advisory services experience with several brokerage firms such as Credit Suisse and Alex Brown and three years as Chief Executive Officer of a NASD broker dealer. Mr. Kreft’sKreft has held five levels of security licenses at various times including General Securities Principal.

The formal report of our Audit Committee is included in this proxy statement. The Audit Committee’s responsibilities include, among other things:

Compensation Committee 

As of fiscal year ended January 31, 2017 and as of the record date, the members of our Compensation Committee consisted of Thomas McAteer (Chairman), A. John Kreft, and James Jenkins. Duane Albro was a member of the committee until his resignation as a director on June 15, 2016. All members of the Compensation Committee have been determined to meet the applicable NASDAQ and SEC standards for independence. Our Compensation Committee’s role includes setting and administering the policies governing the compensation of executive officers, including cash compensation and equity incentive programs, and reviewing and establishing the compensation of the Chief Executive Officer and other executive officers. Our Compensation Committee’s principal responsibilities, which have been authorized by the Board, are:

Our Compensation Committee does not delegate any of its responsibilities to other committees or persons. Participation by executive officers in the recommendation or determination of compensation for executive officers or directors is limited to recommendations by our Chief Executive Officer to our Compensation Committee regarding the compensation of executive officers other than with respect to himself and (ii) our Chief Executive Officer’s participation in Board determinations of compensation for the non-employee directors.

Nominating and Governance Committee 

As of the fiscal year ended January 31, 2017 and as of the record date, the members of our Nominating and Governance Committee consisted of James Jenkins (Chairman), A. John Kreft, and Thomas McAteer. Duane Albro was a member of the committee until his resignation on June 15, 2016. All of the members of the Nominating and Governance Committee have been determined to meet the applicable NASDAQ and SEC standards for independence. The purpose of the Nominating and Governance Committee is to identify, screen and recommend to the Board qualified candidates to serve as directors, to develop and recommend to the Board a set of corporate governance principles applicable to Lakeland, and to oversee corporate governance and other organizational matters. The Nominating and Governance Committee’s responsibilities include, among other things:

Director Nomination Procedures

Nominating and Governance Committee will consider individuals recommended by stockholders for nomination as candidates for election to the Board at annual meetings of stockholders. Such suggested nominees will be considered in the context of the Nominating and Governance Committee’s determination regarding all issues relating to the composition of the Board, including the size of the Board, any criteria the Nominating and Governance Committee may develop for prospective Board candidates and the qualifications of candidates relative to any such criteria. The Nominating and Corporate Governance Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. Any stockholder who wants to nominate a candidate for election to the Board must delivery timely notice to our Secretary at our principal executive offices. In order to be timely, the notice must be delivered:

The stockholder’s notice to the Secretary must set forth:

A stockholder providing notice of any nomination proposed to be made at an annual meeting or special meeting shall further be required, for such notice of nomination to be proper, to update and supplement the notice, if necessary, so that the information provided or required to be provided in the notice is true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Company not later than five business days after the record date for the meeting in the case of the update and supplement requirement to be made as of the record date, and not later than eight business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof.

The notice delivered by a stockholder must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The stockholder must be a stockholder of record on the date on which the stockholder gives the notice described above and on the record date for the determination of stockholders entitled to vote at the meeting.

The Nominating and Governance Committee believes that the minimum qualifications for serving as a director are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of Lakeland and have an impeccable record and reputation for honesty and ethical conduct in both his or her professional and personal activities. In addition, the Nominating and Governance Committee examines a candidate’s specific experiences and skills, relevant industry background and knowledge, time availability in light of other commitments, potential conflicts of interest, interpersonal skills and compatibility with the Board, and independence from management and the Company. The Nominating and Governance Committee also seeks to have the Board represent a diversity of backgrounds and experience. The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The Nominating and Governance Committee identifies potential nominees through independent research and through consultation with current directors and executive officers and other professional colleagues. The Nominating and Governance Committee looks for persons meeting the criteria above, and takes note of individuals who have had a change in circumstances that might make them available to serve on the Board, for example, retirement as a Chief Executive Officer or Chief Financial Officer of a company. The Nominating and Governance Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Nominating and Governance Committee will also consider candidates recommended by stockholders.

Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating and Governance Committee determines that the candidate warrants further consideration by the committee, the Chairman or another member of the committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating and Governance Committee requests a resume and other information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering. The Nominating and Governance Committee may also conduct one or more interviews with the candidate, either in person, telephonically or both. In certain instances, Nominating and Governance Committee members may conduct a background check, may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating and Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Interested Party Communications

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent our board include his extensiveCorporate Secretary at Lakeland Industries, Inc., 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779.

All communications received as set forth in the preceding paragraph will be opened by the office of our Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the Corporate Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope is addressed.         

Director Attendance at Annual Stockholder Meetings 

We expect that each of our directors attend our annual meetings of stockholders, as provided in our Corporate Governance Guidelines. All of our directors were in attendance at the annual meeting of stockholders held on June 15, 2016.

Corporate Governance Guidelines and Practices

We are committed to good corporate governance practices and as such we have adopted formal Corporate Governance Guidelines. A copy of the Corporate Governance Guidelines may be found on our website atwww.lakeland.com under the headings “Investor Relations-Financial Information-Lakeland Board Committee Charters and Governance Guidelines.” Below are some highlights of our corporate governance guidelines and practices:

Risk Oversight

Management is responsible for the day-to-day management of risks for Lakeland, while our Board, as a whole and through its committees, is responsible for the oversight of risk management. The Board sets our overall risk management strategy and our risk appetite and ensures the implementation of our risk management framework. Specific committees of the Board are responsible for overseeing specific types of risk. Our Audit Committee periodically discusses risks as they relate to the Company’s financial statements, the evaluation of the effectiveness of internal control over financial reporting, compliance with legal and regulatory requirements including Sarbanes-Oxley Act, and related party transactions, among other responsibilities set forth in the Audit Committee’s charter. Our Audit Committee also periodically may review our tax exposures and our internal processes to ensure compliance with applicable laws and regulations. Our Board monitors risks as they may be related to financing matters such as acquisitions and dispositions, our capital markets experience with debtstructure, credit facilities, equity issuances, and equity financingsliquidity. Our Compensation Committee establishes our compensation policies and bank facilities.programs in such a manner that our executive officers are not incentivized to take on an inappropriate level of risk. Our Audit Committee Chairman reviews any employee reports regarding suspected violations of our Code of Conduct. Each of our committees of the Board regularly delivers reports to the members of the Board, in order to keep the Board informed about what transpires at committee meetings. In addition, his familiarity with acquisition due diligenceif a particular risk is material or where otherwise appropriate, the full Board may assume oversight over such risk, even if the risk was initially overseen by a committee.

Code of Ethics

The Board adopted our Code of Ethics, as amended, on June 19, 2015 that applies to all officers, directors and integration issues assists himemployees. The Code of Ethics sets forth information and procedures for employees to report ethical or accounting concerns, misconduct or violations of the Code in his directorshipa confidential manner. The Code of Ethics is available on our website atwww.lakeland.com under the headings Investor Relations-Financial Information-Code of Ethics Policy 2015. Amendments to, and waivers from, the Code of Ethics will be disclosed at the same website address provided above and in such filings as may be required pursuant to applicable law or listing standards. We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding certain amendments to, or waivers from a provision of this code of ethics by posting such information on our website atwww.lakeland.com under the headings “Investor Relations-Financial Information-Code of Ethics Policy 2015.”

Compensation Committee Interlocks and Insider Participation

No member of our company.Compensation Committee is an officer or employee of Lakeland, and none of our executive officers serves as a member of a compensation committee of any entity that has one or more executive officers serving as a member of our Compensation Committee.

DIRECTOR COMPENSATION

Non-employee directors each received $4,000 quarterly and a fee of $500 for each Board or committee meeting attended for the first quarter of the fiscal year ended January 31, 2016 (sometimes referred to in this proxy statement as “FY16”). As of the second quarter of FY16, the fee was revised to $33,750 quarterly as compensation for serving as a member of the Board and on its committees. Twocommittees during the period commencing January 31, 2016 through April 30, 2016. Effective as of June 15, 2016, the fee was revised to $75,000 annually payable to each director plus an additional annual fee of $10,000 for each of the threeChairman of the Board and Chairman of the Audit Committee and $5,000 for each other committee chair position held. Three of the independent directors chose to receive a percentage of their compensation in company restricted stock rather than all cash compensation. Members of the Board of Directors are reimbursed for all travel relatedtravel-related expenses to and from meetings of the Board and committees. Directors who are also officers of the Company are not compensated for their duties as directors. In its deliberations relating to directors’ compensation, the Compensation Committee reviewed a study conducted by The Conference Board, entitled “Director Compensation and Board Practices 2013 Edition.”

The following table sets forth compensation paid by the Company to non-employee directors during FY16.the fiscal year ended January 31, 2017. Disclosures relating to the compensation of Christopher J. Ryan and Stephen M. Bachelder can be found in the “Executive Officer Compensation” section below.

DIRECTOR COMPENSATION - FISCAL 20162017

Represents the aggregate grant date fair value of restricted stock granted to the director during FY16. The amounts in this column do not necessarily correspond to the actual value that will be realized by the director. The assumptions used to calculate the fair value are set forth in the Footnotes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 as filed with the SEC. As of January 31, 2016, none of the directors, other than Messrs. McAteer and Kreft, held outstanding shares of restricted stock or options. As of January 31, 2016, Mr. McAteer had outstanding 21,972 shares of restricted stock and an outstanding option to acquire 5,000 shares of common stock and Mr. Kreft had outstanding 8,819 shares of restricted stock.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF WEISERMAZARS,FRIEDMAN LLP (WeiserMazars)

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Item 2 on the Proxy Card)

TheOur Audit Committee of our Board (“Audit Committee”) has selected WeiserMazarsFriedman LLP (“Weiser Mazars”Friedman”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending January 31, 2017,2018, and has directed that management submit the selection of WeiserMazarsFriedman as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting.

WeiserMazars Friedman was retained as our independent auditors on July 16, 2014.14, 2016. A representative of WeiserMazarsFriedman is expected to be present or available by phone at the Annual Meeting and will be available to respond to appropriate questions from our stockholders and will be given an opportunity to make a statement if he or she desires to do so.

The affirmative voteNeither our Bylaws nor other governing documents or applicable law require stockholder ratification of the holders of a majority of the shares present or represented by proxy and entitled to vote will be required to ratify the selection of WeiserMazarsFriedman as our independent registered public accounting firm once a quorum is present. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as a vote against this proposal.

 Stockholder ratification of the selection of WeiserMazars as our independent registered public accounting firm is not required by our Bylaws or otherwise.firm. However, the Audit Committee is submittingseeks to have the selection of WeiserMazars to the stockholders for ratificationFriedman ratified as a matter of good corporate governance. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee may in its discretion direct the appointment of different independent registered public accountants at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Vote Required

The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the selection of Friedman. You may vote “for,” “against” or “abstain.” If you “abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “against” this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL

Change in independent registered public accountants

United States

As reported in the Company’s Current Report on Form 8-K filed on July 21, 2014,18, 2016, we engaged WeiserMazarsFriedman as our independent registered public accountants on July 16, 2014.14, 2016. On the same date, the Company dismissed Warren Averett, LLCWeiserMazars (“Warren Averett”WeiserMazars”) as its independent registered public accountants, effective immediately. This change of independent registered public accountants was approved by our Audit Committee.

DuringThe audit reports of WeiserMazars on the Company’s consolidated financial statements as of and for the fiscal years ended January 31, 20132016 and 2015 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, however, the audit reports make reference to other auditors in both years. During the two most recent fiscal years ended January 31, 2014,2016 and 2015, and during the Company had a disagreement with Warren Averett relating to the question of the classification of the following items as material weaknesses: (i) failure of internal controls over the international division (2013), (ii) failure to identify related party transactions (2014) and (iii) failure of entity level controls regarding international divisions (2014), each of which was resolved to the former accountant’s satisfaction. The Audit Committee discussedsubsequent interim period preceding such disagreement with Warren Averett and the Company authorized Warren Averett to respond fully to the inquiries of the Company’s successor accountant, WeiserMazars, concerning the subject matter of such disagreement. Theredismissal, there were no other disagreements with Warren AverettWeiserMazars on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s),disagreements, if not resolved to the satisfaction of Warren Averett,WeiserMazars, would have caused it to make reference to the subject matter of the disagreement(s)disagreements in connection with its reports.audit reports for such years. In addition, during that time there were no “reportable events” as that term is defineddescribed in Item 304(a)(1)(v) of Regulation S-K.

China

Also on July 14, 2016, the Company dismissed Shanghai Mazars Certified Public Accountants (“Shanghai Mazars”), the independent registered public accounting firm for the Company’s China subsidiaries, Lakeland (Beijing) Safety Products Co., Ltd. (“Lakeland Beijing”) and Weifang Lakeland Safety Products Co Ltd. (“Weifang Lakeland”). The decision was approved by the Audit Committee.

The audit reportreports of Warren AverettShanghai Mazars on the Company’s consolidatedeach of Lakeland Beijing’s and Weifang Lakeland’s financial statements as of and for the fiscal yearyears ended January 31, 20142016 and 2015 did not contain an adverse opinion or a disclaimer of opinion, nor was itwere they qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report of Warren Averett onDuring the Company’s consolidated financial statements for the fiscal year ended January 31, 2014 contained an unqualified opinion with an emphasis of a matter. The audit report of Warren Averett on the Company’s consolidated financial statements for the fiscal year ended January 31, 2013 contained an opinion with an emphasis of a matter regarding the Company’s ability to continue as a going concern, which opinion was subsequently amended to remove such emphasis.

Warren Averett furnished the Company with a letter addressed to the SEC indicating that it agrees with the foregoing statements, except for certain statements with respect to which Warren Averett is not in a position to agree or disagree. A copy of this letter was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on July 21, 2014.

During thetwo most recent fiscal years ended January 31, 20132016 and January 31, 2014, neither2015, and during the Company, nor anyone on its behalf, consulted with WeiserMazars regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, in connection with which either a written report or oral advice was provided to the Company that WeiserMazars concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Brazil

As reported by the Company’s Current Report on Form 8-K filed on July 28, 2014, on July 23, 2014, ACAL Consultoria e Auditoria S/S Ltda. (“ACAL”), the independent registered public accounting firm for the Company’s former Brazilian subsidiary, Lake do Brasil Industria E Comercio de Roupas E Equipamentos de Protecao Individual LTDA (“Lakeland Brazil”), resigned effective with the engagement of Mazars Auditores Independentes S.S (“Mazars Brazil”) on the same date as Lakeland Brazil’s new independent registered public accounting firm. This change of independent registered public accountants was approved by our Audit Committee.

During the fiscal years ended January 31, 2013 and January 31, 2014,subsequent interim period preceding such dismissal, there were no disagreements with ACALShanghai Mazars on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s),disagreements, if not resolved to the satisfaction of ACAL,Shanghai Mazars, would have caused it to make reference to the subject matter of the disagreement(s)disagreements in connection with its report.audit reports on the financial statements for such years. In addition, during that time there were no “reportable events” as that term is defineddescribed in Item 304(a)(1)(v) of Regulation S-K.

The audit report of ACAL on Lakeland Brazil’s financial statements for the fiscal year ended January 31, 2014 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report of ACAL on the Lakeland Brazil’s financial statements for the fiscal year ended January 31, 2014 contained an unqualified opinion with an emphasis of a matter regarding certain tax matters. The audit report of ACAL on the Lakeland Brazil’s financial statements for the fiscal year ended January 31, 2013 contained an unqualified opinion with an emphasis of a matter regarding Lakeland Brazil’s ability to continue as a going concern.

ACAL furnished the Company with a letter addressed to the SEC indicating that it agrees with the foregoing statements, except for certain statements with respect to which ACAL is not in a position to agree or disagree. A copy of this letter was filed as Exhibit 16.1 to the Company’s current report on Form 8-K filed on July 28, 2014.

During the fiscal years ended January 31, 2013 and January 31, 2014, neither the Company, nor anyone on its behalf, consulted with Mazars Brazil regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Lakeland Brazil’s financial statements, in connection with which either a written report or oral advice was provided to the Company that Mazars Brazil concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

China

As reported by the Company in its Current Reports on Form 8-K filed on each of February 5, 2015 and March 26, 2015, Lakeland was informed by RSM China (Shanghai) (“RSM China”), the former auditors of the Company’s China subsidiary Weifang Lakeland Safety Products Co., Ltd. (“Lakeland China”), that RSM China has merged its practice with Ruihua Certified Public Accountants (“Ruihua CPA”). As a result of the merger, Ruihua CPA, as the successor to RSM China, became the auditors for Lakeland China on whom the Company’s independent registered public accounting firm has expressed reliance in its report.

During the fiscal years ended January 31, 2013 and January 31, 2014, and thereafter prior to the merger, neither the Company, nor anyone on its behalf, consulted with Ruihua CPA regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or Lakeland China’s financial statements, in connection with which either a written report or oral advice was provided to the Company that Ruihua CPA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(iv) of Regulation S-K).

On March 3, 2015, the Company was advised by Ruihua CPA that the firm’s policy (the “Policy”) prohibited a principal accountant from placing reliance on Ruihua CPA’s work, making reference to that effect in the principal accountants’ report and filing Ruihua CPA’s separate report in an annual report on Form 10-K or any other public filing.

As a result of this Policy, on March 20, 2015, the Company dismissed Ruihua CPA as the auditors for Lakeland China. The decision to dismiss Ruihua CPA was made and approved by the Audit Committee. In light of the abbreviated period of time for which Ruihua CPA was the auditors of Lakeland China, Ruihua CPA did not audit the financial statements of Lakeland China or issue any report for the fiscal year ended January 31, 2015. Ruihua CPA, as the successor firm to RSM China (Shanghai), has reissued its report for the fiscal year ended January 31, 2014.

During the fiscal years ended January 31, 2013 and January 31, 2014 and during the period from February 1, 2015 to the date of dismissal, there were no disagreements with Ruihua CPA or RSM China (Shanghai) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Ruihua CPA or RSM China (Shanghai), would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. In addition, during that time there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Ruihua CPA furnished the Company with a letter addressed to the SEC indicating that it agrees with the foregoing statements, except for certain statements with respect to which Ruihua CPA is not in a position to agree or disagree. A copy of this letter was filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on March 25, 2015.

Effective as of March 20, 2015, the Audit Committee engaged Shanghai Mazars Certified Public Accountants (“Mazars China”) as the new independent registered public accountants of Lakeland China and Lakeland (Beijing) Safety Products Co., Ltd (“Beijing”).

During the fiscal years ended January 31, 2013 and January 31, 2014 and through the interim period preceding the engagement of Mazars China, neither the Company, nor anyone on its behalf, consulted with Mazars China regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Lakeland China’s and Beijing’s financial statements, in connection with which either a written report or oral advice was provided to the Company that Mazars China concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

AUDIT COMMITTEE REPORT

The following is the report of the Audit Committee of the Board of Directors of Lakeland Industries, Inc., describing the Audit Committee’s responsibilities and practices, specifically with respect to matters involving Lakeland’s accounting, auditing, financial reporting and internal control functions. Among other things, the Audit Committee reviews and discusses with management and with Lakeland’s independent registered public accounting firm the results of Lakeland’s year-end audit, including the audit report and audited financial statements. The members of the Audit Committee of the Board are presenting this report for the fiscal year ended January 31, 2016.2017.

The Audit Committee acts pursuant to a written charter that was originally adopted by the Board in 2001.charter. The Nominating and Governance Committee and the Board consider membership of the Audit Committee annually. The Audit Committee reviews and assesses the adequacy of its charter annually. The Audit Committee held six meetings during the fiscal year ended January 31, 2016.2017.

All members of the Audit Committee are independent directors, qualified to serve on the Audit Committee pursuant to the applicable Nasdaq Marketplace Rules. In accordance with its charter, the Audit Committee oversees accounting, financial reporting, internal control over financial reporting, financial practices and audit activities of Lakeland and its subsidiaries. The Audit Committee provides advice, counsel, and direction to management and the independent registered public accounting firm, based on the information it receives from them. The Audit Committee relies, without independent verification, on the information provided by Lakeland and on the representations made by management that the financial statements have been prepared with integrity and objectivity, on the representations of management, and the opinion of the independent registered public accounting firm that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP.

In connection with its review of Lakeland’s audited financial statements for the fiscal year ended January 31, 2016,2017, the Audit Committee reviewed and discussed the audited financial statements with management and discussed with WeiserMazars,Friedman, Lakeland’s independent registered public accounting firm, the matters required to be discussed by PCAOB standards. The Audit Committee received the written disclosures and the letter from WeiserMazarsFriedman required by the applicable requirements of the PCAOB and discussed with WeiserMazarsFriedman its independence from Lakeland. The Audit Committee has also considered whether the provision of certain permitted non-audit services by WeiserMazarsFriedman is compatible with their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in Lakeland’s Annual Report on Form 10-K for its fiscal year ended January 31, 20162017 for filing with the SEC.

During fiscal 2016,2017, the Audit Committee met with management and Lakeland’s independent registered public accountants and received the results of the audit examination, evaluations of Lakeland’s internal controls and the overall quality of Lakeland’s financial organization and financial reporting. The Audit Committee also meets at least once each quarter with Lakeland’s independent registered public accountants and management to review Lakeland’s interim financial results before the publication of Lakeland’s quarterly earnings press releases. The Audit Committee believes that a candid, substantive and focused dialogue with the independent registered public accountants is fundamental to the committee’s responsibilities. To support this belief, the Audit Committee meets separately with the independent registered public accountants without the members of management present on at least an annual basis.

The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Lakeland regarding accounting, internal accounting controls, or auditing matters, including the confidential, anonymous submission by Lakeland employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. We have established a confidential email and hotline for employees to report violations of Lakeland’s Code of Ethics or other company policies and to report any ethical concerns.

The information contained in this report shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Lakeland specifically incorporates it by reference into such filing.

The Audit Committee:

	The Audit Committee:
	A. John Kreft (Chairman)
	Thomas McAteer
	James Jenkins

INDEPENDENT AUDITOR FEE INFORMATION

The Audit Committee appointed WeiserMazarsFriedman as the independent registered public accounting firm to audit the financial statements for the fiscal 2016 financial statements.year ended January 31, 2017.

Fees billed for services by Friedman during fiscal 2017 and each of WeiserMazars LLP and Warren Averett, LLC in fiscal 20162017 and 20152016 are as follows:

Audit Fees

Includes fees billed for professional services rendered for audit of our annual financial statements in compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and review of financial statements included in our Forms 10-Q and other filings with the SEC.

Audit-Related Fees

Includes certain services that are reasonably related to the performance of the audit or review of Lakeland’s consolidated financial statements. There were no such fees in fiscal 2016 or 2015.2016.

Tax Fees

Includes tax preparation including audits, quarterly estimates and resolutions of various notices from taxing authorities. There were no such fees in fiscal 2016 or 2015.

All Other Fees

Includes fees billed for services not classified in any of the above categories. There were no such fees in fiscal 2016 or 2015.2016.

Audit Committee Pre-Approval Policy

In accordance with applicable laws and regulations, the Audit Committee reviews and pre-approves any non-audit services to be performed by our independent registered public accounting firm to ensure that the work does not compromise their independence in performing their audit services. The Audit Committee generally also reviews and pre-approves all audits, audit related, tax and all other fees, as applicable. In some cases, pre-approval may be provided by the full committee for up to a year, and relates to a particular category or group of services and is subject to a specific budget and SEC rules. In other cases, the chairman of the Audit Committee has the delegated authority from the committee to pre-approve additional services, and such pre-approvals are then communicated to the full Audit Committee at its next meeting.

CORPORATE GOVERNANCE

PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Director Independence

Our Board is currently composed of five directors. Effective July 8, 2015, we reduced our Board from seven to five directors to save costs. The Board believes that has operated efficiently and can continue to operate effectively at this new size. As required under the Marketplace Rulesby Section 14A of the Nasdaq Stock Market LLC (“Nasdaq”Securities and Exchange Act of 1934 (the “Exchange Act”), the Company is providing stockholders with an advisory (non-binding) vote on compensation programs for our named executive officers (sometimes referred to as “say on pay”). Accordingly, you may vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Named Executive Officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved.

This non-binding advisory vote on executive compensation will be considered approved by the affirmative vote of a majority of the members of a Nasdaq listed company’s board of directors must qualify as “independent,shares present in person or represented by proxy and entitled to vote on the matter. You may vote “for,” as affirmatively determined by our Board. Our Board consults with our counsel, as necessary, to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,“against” or “abstain.” including those set forth in pertinent Nasdaq Marketplace Rules, as in effectIf you “abstain” from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships with each director, or any of his or her family members, our Board has affirmatively determined that, other than Christopher J. Ryan, our Chief Executive Officer, President and Secretary, and Stephen M. Bachelder, our Chief Operating Officer, each member of our Board is an independent director for purposes of the Nasdaq Marketplace Rules. The Board has also determined that Mr. James M. Jenkins, who is nominated for election at the Annual Meeting, meets the independence criteria of the Nasdaq Marketplace Rules. In making this determination, the Board found that none of these directors or nominees for director has a direct or indirect material or other disqualifying relationship with us, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board holds executive sessions of its independent directors when it deems necessary but at least once per year.

Board and Committee Meetings and Attendance

The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. Each of these committees operates under a written charter adopted by the Board. Copies of these charters are available on our website atwww.lakeland.comunder the headings Investor Relations-Financial Information-“Lakeland Board Committee Charters and Governance Guidelines.” Board committee charters are also available in print to stockholders upon written request, addressed to the Corporate Secretary, at 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779.

During the fiscal year ended January 31, 2016, there were nine (9) meetings of the Board of Directors; six (6) meetings of the Audit Committee; one (1) meetings of the Compensation Committee; and one (1) meeting of the Nominating and Governance Committee. Each director attended at least 75% of the aggregate number of meetings of the Board and all committees on which he served during the period for which he was a director or committee member, respectively, during fiscal year ended January 31, 2016.

Audit Committee

During fiscal 2016, our Audit Committee consisted of A. John Kreft (Chairman), Duane Albro and Thomas McAteer. The Board annually reviews the definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent (as independence is currently defined under applicable Nasdaq Marketplace Rules). Our Board has determined that Mr. Kreft is an “audit committee financial expert,” as such term is defined in applicable rules of the SEC based upon, among other things, his MBA in finance from the Wharton School of Business, four and a half years’ experience with two “Big 4” accounting firms, eighteen years of investment banking, underwriting and advisory services experience with several brokerage firms such as Credit Suisse and Alex Brown and three years as Chief Executive Officer of a NASD broker dealer. Mr. Kreft has held five levels of security licenses at various times including General Securities Principal.

The formal report of our Audit Committee is included in this proxy statement. The Audit Committee’s responsibilities include, among other things:

Compensation Committee

During fiscal 2016, our Compensation Committee consisted of Thomas McAteer (Chairman), Duane Albro and A. John Kreft, each of whom is an independent director (as independence is currently defined under applicable Nasdaq Marketplace Rules). Our Compensation Committee’s role includes setting and administering the policies governing the compensation of executive officers, including cash compensation and equity incentive programs, and reviewing and establishing the compensation of the Chief Executive Officer and other executive officers. Our Compensation Committee’s principal responsibilities, which have been authorized by the Board, are:

Our Compensation Committee does not delegate any of its responsibilities to other committees or persons. Participation by executive officers in the recommendation or determination of compensation for executive officers or directors is limited to recommendations by our Chief Executive Officer to our Compensation Committee regarding the compensation of executive officers other thanvoting with respect to himself and (ii) our Chief Executive Officer’s participation in Board determinations of compensationthis proposal, your vote will have the same effect as a vote “against” the proposal. Broker non-votes will have no effect on the vote for the non-employee directors.

Nominating and Governance Committee

During fiscal 2016, our Nominating and Governance Committee consisted of Duane Albro (Chairman), A. John Kreft and Thomas McAteer, each of whomthis proposal. Although this vote is an independent director (as independence is currently defined in the applicable Nasdaq Marketplace Rules). The purpose of the Nominating and Governance Committee is to identify, screen and recommend to the Board qualified candidates to serve as directors, to develop and recommend to the Board a set of corporate governance principles applicable to Lakeland, and to oversee corporate governance and other organizational matters. The Nominating and Governance Committee’s responsibilities include, among other things:

Director Nomination Procedures

 The Nominating and Governance Committee will consider director candidates recommended by stockholders. In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs ofnon-binding, the Board and the qualificationsCompensation Committee, which is comprised of independent directors, expect to take into account the outcome of the candidate. The Nominating and Corporate Governance Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a candidate considered by the Nominating and Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

The stockholder recommendation and information described above must be sentvote when considering future executive compensation decisions to the Corporate Secretary at 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779 and must be delivered to,extent they can determine the cause or mailed and received by the Corporate Secretary not earlier than the one hundred fiftieth (150^th) calendar day, and not later than the closecauses of business on the one hundred twentieth (120^th) calendar day, prior to the first anniversary of the immediately preceding year’s Annual Meeting of Stockholders.any significant negative voting results.

The Nominating and Governance Committee believes that the minimum qualifications for serving as a director are that a nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of Lakeland and have an impeccable record and reputation for honesty and ethical conduct in both his or her professional and personal activities. In addition, the Nominating and Governance Committee examines a candidate’s specific experiences and skills, relevant industry background and knowledge, time availability in light of other commitments, potential conflicts of interest, interpersonal skills and compatibility with the Board, and independence from management and the Company. The Nominating and Governance Committee also seeks to have the Board represent a diversity of backgrounds and experience. The Nominating and Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The Nominating and Governance Committee identifies potential nominees through independent research and through consultation with current directors and executive officers and other professional colleagues. The Nominating and Governance Committee looks for persons meeting the criteria above, and takes note of individuals who have had a change in circumstances that might make them available to serve on the Board, for example, retirement as a Chief Executive Officer or Chief Financial Officer of a company. The Nominating and Governance Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the Nominating and Governance Committee will also consider candidates recommended by stockholders.

Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating and Governance Committee determines that the candidate warrants further consideration by the committee, the Chairman or another member of the committee will contact the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating and Governance Committee requests a resume and other information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the committee might be considering. The Nominating and Governance Committee may also conduct one or more interviews with the candidate, either in person, telephonically or both. In certain instances, Nominating and Governance Committee members may conduct a background check, may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Nominating and Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the committee may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

Interested Party Communications

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual director or any group or committee of directors, correspondence should be addressed to the Board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent c/o Corporate Secretary, 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779.

All communications received as set forth in the preceding paragraph will be opened by the office of our Corporate Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the Corporate Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope is addressed.

Director Attendance at Annual Stockholder Meetings

We expect that each of our directors attend our Annual Stockholder Meetings, as provided in our Corporate Governance Guidelines. All of our directors were in attendance at the July 8, 2015 Annual Meeting of Stockholders.

Corporate Governance Guidelines and Practices

 We are committed to good corporate governance practices and as such we have adopted formal Corporate Governance Guidelines.OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A copy of the Corporate Governance Guidelines may be found on our website atwww.lakeland.com under the headings Investor Relations-Financial Information—“Lakeland Board Committee Charters and Governance Guidelines.” Below are some highlights of our corporate governance guidelines and practices:

Risk Oversight

Management is responsible for the day-to-day management of risks for Lakeland, while our Board of Directors, as a whole and through its committees, is responsible for the oversight of risk management. The Board sets our overall risk management strategy and our risk appetite and ensures the implementation of our risk management framework. Specific committees of the Board are responsible for overseeing specific types of risk. Our Audit Committee periodically discusses risks as they relate to the Company’s financial statements, the evaluation of the effectiveness of internal control over financial reporting, compliance with legal and regulatory requirements including Sarbanes-Oxley Act, and related party transactions, among other responsibilities set forth in the Audit Committee’s charter. Our Audit Committee also periodically may review our tax exposures and our internal processes to ensure compliance with applicable laws and regulations. The Board of Directors monitors risks as they may be related to financing matters such as acquisitions and dispositions, our capital structure, credit facilities, equity issuances, and liquidity. Our Compensation Committee establishes our compensation policies and programs in such a manner that our executive officers are not incentivized to take on an inappropriate level of risk. Our Audit Committee Chairman reviews any employee reports regarding suspected violations of our Code of Conduct. Each of our board committees delivers periodic reports to the Board, in order to keep the Board of Directors informed about what transpires at committee meetings. In addition, if a particular risk is material or where otherwise appropriate, the full Board may assume oversight over such risk, even if the risk was initially overseen by a committee.

Code of Ethics

The Board adopted our Code of Ethics, as amended, on June 19, 2015 that applies to all officers, directors and employees. The Code of Ethics sets forth information and procedures for employees to report ethical or accounting concerns, misconduct or violations of the Code in a confidential manner. The Code of Ethics is available on our website atwww.lakeland.com under the headings Investor Relations-Financial Information-Code of Ethics Policy 2015. Amendments to, and waivers from, the Code of Ethics will be disclosed at the same website address provided above and in such filings as may be required pursuant to applicable law or listing standards. We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding certain amendments to, or waivers from a provision of this code of ethics by posting such information on our website atwww.lakeland.comunder the headings Investor Relations-Financial Information-Code of Ethics Policy 2015.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee during fiscal 2016 were Mr. McAteer (Chairman), Mr. Kreft and Mr. Albro. None of these members is an officer or employee of Lakeland, and none of our executive officers serves as a member of a Compensation Committee of any entity that has one or more executive officers serving as a member of our Compensation Committee.VOTE “FOR” THIS PROPOSAL

EXECUTIVE OFFICERS

Our Executive Officers are appointed by our Board and serve at its discretion. Set forth below is information regarding our current Executive Officers:

Biographical information for Mr. Ryan’s biography is included under the heading “Election of Directors.”

Teri W. Hunt and Charles D. Roberson can be found in has served as our Annual Report on Form 10-K for the fiscal year ended January 31, 2016.

Mr. Gary Pokrassa retired as Chief Financial Officer effectivesince November 10, 2015 after serving as the Acting Chief Financial Officer of the Company since July 17, 2015. Ms. Hunt has also served as our Vice President of Finance since November 2010, before which time she served as Corporate Controller from November 2007 to November 2010. Prior to joining Lakeland, Ms. Hunt served in multiple operational and financial management positions including Corporate Controller for a privately held yarn manufacturer, TNS Mills.

Charles D. Robersonhas served as our Vice President International Sales since March 2009. Mr. Roberson joined our Company in 2004 as Technical Marketing Manager and later served as International Sales Manager. Prior to joining our Company, Mr. Roberson was employed by Precision Fabrics Group, Inc. as a Market Manager from 1995-2001 and as a Nonwovens Manufacturing Manager from 1991-1995. He began his career as a manufacturing manager for Burlington Industries, Inc. in its Menswear Division from 1985-1991.

Daniel L. Edwardshas been our Senior Vice President Sales for North America since March 2017 after most recently serving as our Vice President of USA Sales since March 2013. Mr. Edwards has been employed by us in various capacities since joining Lakeland in 2005, including as our National Accounts Manager and Eastern Regional Sales Manager. Prior to joining our Company, Mr. Edwards was a Senior Market Manager at Precision Fabrics Group, Inc., where he began his career in 1990 and held various roles at that company in manufacturing, technical and quality management.

EXECUTIVE OFFICER COMPENSATION

We currently qualify as a “smaller reporting company” as such term is defined in Rule 405 of the Securities Act of 1933, as amended, and Item 10(f) of Regulation S-K. Accordingly, and in accordance with relevant Securities and Exchange Commission rules and guidance, we have elected, with respect to the disclosures required by Item 402 (Executive Compensation) of Regulation S-K, to comply, in some cases, with the requirements applicable to larger companies and, in other cases, with the disclosure requirements applicable to smaller reporting companies. The following Executive Compensation Overview is not comparable to the “Compensation Discussion and Analysis” that is required of SEC reporting companies that are not smaller reporting companies.

executive compensation overview

Compensation Committee.The Compensation Committee of our Board of Directors (the “Committee”) assists the Board in discharging its responsibilities relating to compensation of the Company’s executive officers and supervision of the Company’s stock plans and 401(k) Plans. The Compensation Committee reports to the Board of Directors and is responsible for:  

Compensation Philosophy and Objectives. The Company seeks to pay its executive officers total compensation that is competitive with other companies of comparable size and complexity. Generally, the types of compensation and benefits provided to the Chief Executive Officer and other executive officers are comparable to those provided to other executive officers of small cap, publicly-traded and similarly sized companies in the industry in which the Company operates.

The compensation policies of the Company are designed to:  

While the Company seeks to maintain competitive compensation arrangements for its executives, it also strongly believes that the competitiveness of the compensation packages should be based on the total compensation achievable by the executive officers and that a portion of that compensation should be linked to the performance of the Company. Accordingly, the executive compensation packages provided to the Chief Executive Officer and the other executive officers are structured to include, among other things and in addition to base salary and benefits, equity incentives. A reasonable portion of the compensation packages for executive officers is in the form of restricted stock grants, which are intended to provide incentives to executive officers to achieve long-term growth in the price of the Company’s common stock and additional annual cash bonus opportunities, which are intended to reward executive officers for meeting annual financial performance goals. Overall compensation levels are set such that, for executive officers to achieve a competitive compensation level, there must be both growth in the market price of the Company’s common stock and growth in the Company’s earnings and revenues. The determination that such goals have been met and merit pay-outs pursuant to the incentive portion of the overall compensation rests with the Compensation Committee.

The Compensation Committee believes that executive officer compensation should seek to align the interests of executives with those of the Company’s stockholders, by seeking to reward long-term growth (not short-term) in the value of the Company’s common stock and to reward the achievement of annual financial goals by the Company. The incentive components of compensation restricted stock grants and annual cash bonuses for executive officers are linked to corporate financial performance. This is intended to keep the executive team focused on the core goal of overall long-term corporate performance.

When setting or recommending compensation levels, the Compensation Committee considers the overall performance of the Company, the individual performance of each of the executive officers, and their individual contributions to and ability to influence the Company’s performance, and also seeks to encourage teamwork amongst the executives. The Compensation Committee believes that the level of total compensation, including base salary, bonus, restricted stock grants and benefits of executives should generally be maintained to compete with other public and private companies of comparable size and complexity. The Compensation Committee bases its determinations on a variety of factors, including the personal knowledge of market conditions that each member of the Compensation Committee has gained in his own experience managing businesses, salary surveys available to the Company, the knowledge of the Chief Executive Officer and other executives as to local market conditions, and information learned regarding the compensation levels at other small cap companies in the industrial apparel industry and other similarly sized businesses. The Compensation Committee periodically evaluates the types and levels of compensation paid by the Company to ensure that it is able to attract and retain qualified executive officers and that their compensation remains comparable to compensation paid to similarly situated executives in comparable companies.

The following describes in more specific terms the elements of compensation that implement the compensation philosophy and objectives described above, with specific reference to compensation earned by the named executive officers for the fiscal year ended January 31, 2016.2017. “Named executive officers” refers to those executive officers named in the Summary Compensation Table that immediately follows this discussion.

Base Salaries. The base salary of each of our named executive officers is fixed pursuant to the terms of their respective employment agreements with us at the time a person initially becomes an executive officer by evaluating the responsibilities of the position, the experience and knowledge of the individual and the competitive marketplace at that time for executive talent, including a comparison to base salaries for comparable positions (considered in the context of the total compensation paid by such companies). Salaries are reviewed from time to time thereafter, generally in connection with the expiration of employment agreements or when other considerations warrant such review in the discretion of the Compensation Committee and Board, of Directors, considering the foregoing factors as well as the executive’s performance and the other factors considered in setting total compensation described above.

When salary adjustments are considered, they are made in the context of the total compensation for executive officers, consistent with the core principles discussed above. In each case, the participants involved in recommending and approving salary adjustments consider the performance of each executive officer, including consideration of new responsibilities and the previous year’s corporate performance. Individual performance evaluations take into account such factors as achievement of specific goals that are driven by the Company’s strategic plan and attainment of specific individual objectives. The factors impacting base salary levels are not assigned specific weights but are considered as a totality, against the backdrop of the Company’s overall compensation philosophy, and salary adjustments are determined in the discretion of the Compensation Committee and the Board of Directors. The base salaries paid in fiscal 2016 were set in prior years with the exception of Ms. Hunt whose salary was raised when she became Sr. Vice President of Finance.Board.

Bonuses. There were bonuses paid to our three named executive officers for fiscal 2016. The Company has historically made its annual bonuses eligible for executive officers based on corporate performance, as measured by reference to factors which the Compensation Committee believes reflect objective performance criteria over which management generally has the ability to exert some degree of control. The employment agreements for each of the named executive officers contain specific provision as to the determination of annual bonuses, as described under “Narrative to Compensation Table”.Table.” The Compensation Committee also considers whether or not bonuses are merited outside of the employment agreements’ terms.

Equity Awards/Restricted Stock Grants. A third component of executive officers’ compensation is grants of restricted shares of common stock issued pursuant to our stock plans then in effect.effect; although the Compensation Committee may consider using other equity-based incentives in the future. The Compensation Committee or the full Board of Directors grants restricted stock to the Company’s executives in order to align their interests with the interests of the stockholders. Restricted stock grants are considered by the Company to be an effective long-term incentive because the executives’ gains are linked to increases in stock value, which in turn provides stockholder gains. Restricted stock was granted to executive officers in accordance with the terms of our 2015 and 2012 Stock Plans. These restricted stock grants “cliff” vest at the end of three years, which the Company believes makes the grants a more effective retention incentive, subject to the performance evaluation made by the Board of Directors in their sole discretion, at the end of the three-year performance period. Restricted stock grants made to the executive officers pursuant to our stock plans reflect the significant individual contributions the Compensation Committee expects the executive officers will make to the Company’s operations and implementation of the Company’s development and growth programs, and the amounts of such grants were determined based on the same considerations discussed above in the context of setting salaries and annual bonuses. The number of shares of restricted stock granted is not tied to a formula or comparable company target ranges, but rather determined at the end of the three-year performance period or such other vesting period established in the discretion of the Compensation Committee and the Board of Directors consistent with the compensation philosophy described above. At the end of the applicable performance period, the number of shares (baseline, maximum or zero) determined by the Board, of Directors, in its discretion, will then vest. With respect to future restricted stock grants, the Compensation Committee may set specific performance goals for vesting to be achieved.

Setting Executive Compensation. Base salaries and other compensation for the Chief Executive Officer and other executive officers are set by the Compensation Committee and reflect a number of elements including recommendations by our Chief Executive Officer, Christopher J. Ryan, as to the other executive officers based on evaluation of their performance and the other factors described above. The Compensation Committee works closely with Mr. Ryan in establishing compensation levels for the other executive officers. Mr. Ryan and the individual executive typically engage in discussions regarding the executive’s salary, and Mr. Ryan reports on such discussions and makes his own recommendations to the Compensation Committee. The Compensation Committee will separately discuss with Mr. Ryan any proposed adjustment to his own compensation. The Compensation Committee reports to the Board of Directors on all proposed changes in executive compensation after it has formed a view on appropriate adjustments, and makes recommendations for consideration of the Board for the Chief Executive Officer and the other executive officers. The Compensation Committee considers such recommendations and, thereafter, sets the compensation level for Mr. Ryan, and for the other executive officers. Salary levels and other aspects of compensation for executive officers historically have been set forth in employment agreements having terms of two to five years.

The Compensation Committee is charged with the responsibility for approving the compensation package for the Chief Executive Officer. The Chief Executive Officer is not present during voting or deliberation on his performance or compensation.

Retirement Benefits.The Company does not provide any retirement benefits to its executive officers, other than matching from time to time a portion of employee contributions to the Company’s 401(k) plan. In August 2009, the Board of Directors determined to suspend the Company’s 401(k) match which it reinstated effective as of May 1, 2015.

Employment Agreements. The Company entershas entered into employment agreements with certain of its executive officers because, it generally believes that, in respect of key executive officers, there is a significant value in its competitive markets to setting out compensation and benefit expectations in writing, maintaining appropriate non-competition, non-solicitation of employees and confidentiality agreements with key executives, and agreeing in advance on post-termination payments and other obligations. These employment agreements are described in more detail under the caption “Narrative to Compensation Table” below.

Taxation and Accounting Matters.Section 162(m) of the Internal Revenue Code (the “Code”) may impose a limit on the amount of compensation we may deduct in any one year with respect to certain specified employees. Section 162(m) of the Code denies a federal income tax deduction for certain compensation in excess of $1.0 million per year paid to the chief executive officer and the three other most highly-paid executive officers (other than the chief financial officer) of a publicly-traded corporation. Certain types of compensation, including compensation based on performance criteria that are approved in advance by stockholders, are excluded from the deduction limit. We believe that Section 162(m) of the Code will not limit our tax deductions for executive compensation for fiscal year 2016.2017. The Compensation Committee’s policy is to qualify compensation paid to our executive officers for deductibility for federal income tax purposes to the extent feasible. However, to retain highly skilled executives and remain competitive with other employers, the Compensation Committee has the right to authorize compensation that would not otherwise be deductible under Section 162(m) or otherwise.

summary compensation table

The table below sets forth all salary, bonus and other compensation paid to our principal executive officer and each of the two highest paid executive officers other than the principal executive officer (our “named executive officers”) for the fiscal years ended January 31, 20162017 and 2015.2016. As used in this Proxy Statement, FY refers to a fiscal year ended January 31. For example, FY16FY17 refers to the fiscal year ended January 31, 2016.2017.

narrative to summary compensation tableNARRATIVE TO SUMMARY COMPENSATION TABLE

We are party to employment agreements with our named Executive Officers, a summary of the terms of which are set forth below.

Christopher J. Ryan serves as Chief Executive Officer, President and Secretary of the Company. Mr. Ryan also serves as President and Chief Operating Officer or Director and Secretary/Assistant Secretary of all of the Company’s subsidiaries. Mr. Ryan is party to an employment agreement with the Company, dated effective as of April 16, 2010, which agreement automatically renews for successive two year periods, unless notice not to renew is provided by either party pursuant to the terms of the employment agreement. Pursuant to the agreement, Mr. Ryan was paid an annual base salary of $400,000 in each of FY15FY17 and FY16. Mr. Ryan’s base salary has not been increased since February 2, 2006. Pursuant to the agreement, Mr. Ryan is eligible to receive an incentive bonus payment based upon increases in earnings per share (“EPS”) as set by the Compensation Committee, in its discretion, and be paid an annual bonus calculated based upon $3,000 per each penny of EPS over a predetermined amount set by the Board at the beginning of each fiscal year, subject to certain limitations. For FY16, Mr. Ryan was paid a discretionary performance bonus of $100,000 for FY17 and he was paid a combined discretionary and contractual performance bonus of $150,000.$150,000 for FY16. During fiscal 2017, Mr. Ryan was not paid a bonus for FY15.granted any restricted stock. During fiscal 2016, the Board of Directors determined that a performance-based restricted stock award made to Mr. Ryan during fiscal 2013 under the 2012 Stock Incentive Plan was earned at the maximum level; accordingly, during fiscal 2016, Mr. Ryan was issued 41,719 shares of common stock. The Company granted Mr. Ryan, also received, during fiscal 2016, under the 2015 Stock Plan, a performance-based award of up to 7,000 restricted shares based on maximum performance level, subject to vesting in fiscal 2018. Mr. Ryan participates in the Company’s benefit plans and is entitled to the benefits available to all other senior executives, including, without limitation, health insurance coverage, disability and life insurance, and an annual car allowance. Pursuant to his employment agreement, Mr. Ryan is subject to non-compete and confidentiality restrictions which, in this case of non-compete, cover the term of his employment and for a period of one year thereafter. Potential payments to Mr. Ryan in connection with any termination or change of control are discussed below under “Potential Payments Upon Termination.”

Teri W. Huntserves as Chief Financial Officer of the Company. Pursuant to the terms of her employment agreement with the Company, Ms. Hunt’s term of employment is for a period of three years commencing on November 10, 2015 and will expire on November 9, 2018, unless earlier terminated pursuant to the terms of the agreement. Ms. Hunt was paid an annual base salary of $215,000 in FY16FY17 and $155,000 in FY15.FY16. Pursuant to her agreement, Ms. Hunt is also eligible to receive an annual bonus under an incentive compensation plan as finally determined by the Compensation Committee. The annual bonus is between 80% and 120% of Ms. Hunt’s target bonus amount of $35,000, subject to adjustment from time to time by the Compensation Committee, and calculated based upon the Company’s actual EPS as compared with an EPS target for such year established by the Board of Directors of the Company with Ms. Hunt’s input. For fiscal 2016,2017, Ms. Hunt was paid a discretionary performance bonus of $17,500. In fiscal 2016, she earned the target bonus of $35,000. Ms. Hunt also was paid$35,000 along with a discretionary performance bonuses of $20,000 and $5,573 in FY16. No bonus was earned for FY15.$5,573. During fiscal 2016, the Board of Directors determined that a performance-based restricted stock award made to Ms. Hunt during fiscal 2013 under the 2012 Stock Incentive Plan was earned at the maximum level; accordingly, during fiscal 2016, Ms. Hunt was issued 11,000 shares of common stock. The Company granted to Ms. Hunt, also received, during fiscal 2016, under the 2015 Stock Plan, a performance-based award for up to 7,712 restricted shares based on maximum performance level, subject to vesting in fiscal 2018. Ms. Hunt participates in Company’s benefit plans and is entitled to the benefits available to all other senior executives, including health insurance coverage, disability and life insurance. Pursuant to her employment agreement, Ms. Hunt is subject to non-compete and confidentiality restrictions which, in the case of non-compete, cover the term of her employment and for a period of one year thereafter. The potential payments to Ms. Hunt in connection with any termination are discussed below under “Potential Payments Upon Termination.”

Stephen M. BachelderCharles D. Roberson serves as Chief Operating Officer of the Company.our Senior Vice President International Sales. Pursuant to the terms of his employment agreement with the Company, Mr. Bachelder’sRoberson’s term of employment is for a period of three years commencing on March 1, 2014July 31, 2015 and will expire on March 1, 2017,July 31, 2018, unless earlier terminated pursuant to the terms of the agreement. Mr. BachelderRoberson was paid an annual base salary of $270,000$215,000 in FY15FY17 and $290,000 in FY16. Pursuant to his agreement, Mr. BachelderRoberson is also eligible to receive an annual bonus under an incentive compensation plan as finally determined by the Compensation Committee. The annual bonus is between 80% and 120% of Mr. Roberson’s target bonus amount of $35,000, subject to adjustment from time to time by the Compensation Committee, and calculated based upon the Company’s actual EPS as compared with an EPS target for such year established by the Board of the Company with Mr. Roberson’s input. For fiscal 2017, Mr. Roberson was paid a discretionary performance bonus of $17,500. For fiscal 2016, he earned the target bonus of $35,000 along with a discretionary performance bonus of $20,000. During fiscal 2016, the Board determined that a performance-based restricted stock award made to Mr. Roberson during fiscal 2013 under the 2012 Stock Incentive Plan was earned at the maximum level; accordingly, during fiscal 2016, Mr. Roberson was issued 13,500 shares of common stock. The Company granted Mr. Roberson, during fiscal 2016, under the 2015 Stock Plan, a performance-based award for up to 7,712 restricted shares based on maximum performance level, subject to vesting in fiscal 2018. Mr. Roberson participates in Company’s benefit plans and is entitled to the benefits available to all other senior executives, including health insurance coverage, disability and life insurance and an annual car allowance. Pursuant to his employment agreement, Mr. Roberson is subject to non-compete and confidentiality restrictions which, in the case of non-compete, cover the term of her employment and for a period of one year thereafter. The potential payments to Mr. Roberson in connection with any termination are discussed below under “Potential Payments Upon Termination.”

Stephen M. Bachelder served as our Chief Operating Officer until his retirement on March 10, 2017. Mr. Bachelder’s employment agreement with the Company expired on March 1, 2017. Pursuant to the employment agreement, Mr. Bachelder was paid an annual base salary $290,000 in FY17 and FY16. Mr. Bachelder was also eligible to receive an annual bonus under an incentive compensation plan as finally determined by the Compensation Committee. The annual bonus was between 80% and 120% of Mr. Bachelder’s target bonus amount of $85,000, subject to adjustment by the Compensation Committee from time to time, and calculated based upon the Company’s EPS as compared with an EPS target for such year established by the Compensation Committee with Mr. Bachelder’s input. For fiscal 2017, Mr. Bachelder was paid a discretionary performance bonus of $40,000. For fiscal 2016, Mr. Bachelder earned the target bonus of $85,000. No bonus was earned for FY15. During fiscal 2016, the Board of Directors determined that a performance-based restricted stock award made to Mr. Bachelder during fiscal 2013 under the 2012 Stock Incentive Plan was earned at the maximum level; accordingly, during fiscal 2016, Mr. Bachelder was issued 37,672 shares of common stock. Mr. Bachelder also received, during fiscal 2016, under the 2015 Stock Plan, a performance-based award for up to 10,402 shares based on maximum performance level, subject to vesting in fiscal 2018. At the time of Mr. Bachelder’s retirement on March 10, 2017, the Board agreed that the 10,402 shares of performance-based restricted stock awarded to Mr. Bachelder on July 27, 2015 pursuant to the 2015 Stock Plan, which vest on July 27, 2017, shall continue to vest pursuant to their terms, subject to Mr. Bachelder’s continued service as a director of the Company. Mr. Bachelder participates in benefit plans and is entitled to the other benefits available to all other senior executives, including health insurance coverage, disability and life insurance. Pursuant to his employment agreement, Mr. Bachelder is subject to non-compete and confidentiality restrictions during the term of his employment and for a period of 18 months and five years, respectively, thereafter. The potential payments to Mr. Bachelder in connection with any termination are discussed below under “Potential Payments Upon Termination.”

OUTSTANDING EQUITY AWARDS AT FISCAL 20162017 YEAR-END

The following table sets forth information with respect to outstanding equity-based awards at January 31, 20162017 for our Named Executive Officers.named executive officers.

POTENTIAL PAYMENTS UPON TERMINATION

Christopher J. Ryan

Pursuant to the terms of his employment agreement, if Mr. Ryan is terminated by the Company without cause (as defined in the employment agreement) or he terminates his employment for “good reason” (as defined in the employment agreement), the Company is obligated to pay him, (a) within 30 days after the date of termination, his accrued and unpaid annual base salary through the date of termination, and accrued benefits payable under compensation plans, programs or arrangements, and accrued vacation pay (collectively, the “Accrued Obligations”), (b) at the time incentive bonuses are paid to other executives, his pro rata share of the Current Target Bonus (as defined in the employment agreement), if any, payable during the year of his termination, and (c) his base salary and Current Target Bonus as though he had remained in the Company’s employ for the remainder of the Employment Period (as defined in the employment agreement) or for a period beginning on the date of termination and ending two years thereafter, whichever is longer. The Company may elect to make the balance of such payments then remaining in a lump sum discounted to present value. In addition, Mr. Ryan would be entitled to a continuation of his medical and health benefits for a period of two years beginning on the date of termination.

In the event a Triggering Transaction” (defined as a “change of control,” as defined in the employment agreement) occurs during the term of his employment agreement and within four years after the Triggering Transaction, the Company terminates Mr. Ryan without cause or Mr. Ryan terminates his employment for good reason, or if one of the aforementioned terminations occurs within six months prior to the earlier of (i) a Triggering Transaction or (ii) the execution of an agreement which eventually results in a Triggering Transaction, then Mr. Ryan shall be entitled to, as of the date of termination or the date of the Triggering Transaction, as applicable, (i) the Accrued Obligations, (ii) his pro rata share of the Current Target Bonus, if any, payable during the year of his termination, and (iii) a severance amount equal to 3.99 times an amount equal to his then current annual base salary and Current Target Bonus. If any of these payments provided to Mr. Ryan would be subject to the excise tax imposed by Section 4999 of the Code, Mr. Ryan shall be entitled to a Gross-up Payment (as defined in the employment agreement). In addition, all stock options held by Mr. Ryan shall immediately vest and be exercisable.

In the event Mr. Ryan’s employment is terminated as a result of his death or disability (as defined in the employment agreement) or if Mr. Ryan terminates his employment other than for good reason, the employment agreement shall immediately terminate and Mr. Ryan or his representatives or beneficiaries shall be entitled to all Accrued Obligations and all other accrued amounts, if any, to which he is entitled as of the date of termination in connection with any benefits or under any incentive compensation plan or programs.

Teri W. Hunt

Pursuant to the terms of Ms. Hunt’s employment agreement, if Ms. Hunt’s employment is terminated “for cause” (as defined in the employment agreement), her employment agreement would terminate immediately and she would be paid her accrued and unpaid base salary through the date of termination, any annual bonus earned for the year prior to the year of termination but not yet paid and any other employee benefits generally paid by the Company through the date of termination (collectively, the “TH Accrued Obligations”). In the event Ms. Hunt terminates her employment for “good reason” (as defined in the employment agreement) or she is terminated by the Company without cause, Ms. Hunt is entitled to be paid (a) the TH Accrued Obligations, (b) an additional twelve months of her then current base salary payable in equal monthly installments, and (c) a pro rata portion of any annual bonus earned for the year of termination through the date of termination, as determined in good faith by the Compensation Committee. In the event Ms. Hunt is terminated without cause or if she terminates for good reason within 24 months after a change in control (as defined in the employment agreement), the Company is obligated to pay her (a) the TH Accrued Obligations, (b) a lump sum amount equal to 24 months of base salary as in effect at termination or during the year immediately prior to the change in control, whichever is greater, and (c) two times the Target Bonus Amount (as defined in the employment agreement) in effect at termination or the year immediately prior to the change in control, whichever is greater. In the event of Ms. Hunt’s death or disability (as defined in the employment agreement), Ms. Hunt or her beneficiary or estate is entitled to receive the Accrued Obligations and a pro-rata portion of her annual bonus, if any, for the year of termination through the date of termination. Ms. Hunt has the right to terminate her agreement at any time on 60 days written notice, in which event she will be entitled to the TH Accrued Obligations.

Stephen M. BachelderCharles D. Roberson

Pursuant to the terms of Mr. Bachelder’sRoberson’s employment agreement, if Mr. Bachelder’sRoberson’s employment is terminated “for cause” (as defined in the employment agreement), his employment agreement would terminate immediately and he would be paid his accrued and unpaid annual base salary through the date of termination, any annual bonus earned for the year prior to the year of termination but not yet paid and any other employee benefits generally paid by the Company through the date of termination (collectively, the “SB“CR Accrued Obligations”). In the event Mr. BachelderRoberson terminates his employment for “good reason” (as defined in the employment agreement) or he is terminated by the Company without cause, Mr. BachelderRoberson is entitled to be paid (a) the SBCR Accrued Obligations, (b) an additional twelve months of his then current base salary payable in equal monthly installments, and (c) a pro rata portion of any annual bonus earned for the year of termination through the date of termination, as determined in good faith by the Compensation Committee. In the event Mr. BachelderRoberson is terminated without cause or if he terminates for good reason within 24 months after a change in control (as defined in the employment agreement), the Company is obligated to pay him (a) the SBCR Accrued Obligations, (b) a lump sum amount equal to 24 months of base salary as in effect at termination or during the year immediately prior to the change in control, whichever is greater, and (c) two times the Target Bonus Amount (as defined in the employment agreement) in effect at termination or the year immediately prior to the change in control, whichever is greater. In the event of Mr. Bachelder’sRoberson’s death or disability (as defined in the employment agreement), Mr. BachelderRoberson or his beneficiary or estate is entitled to receive the SB Accrued Obligations and a pro-rata portion of his annual bonus, if any, for the year of termination through the date of termination. Mr. BachelderRoberson has the right to terminate his agreement at any time on 60 days written notice, in which event he will be entitled to the SBCR Accrued Obligations.

Stephen M. Bachelder

Mr. Bachelder’s employment agreement with us expired on March 1, 2017 and he retired as our Chief Operating Officer on March 10, 2017. At the time of his retirement, the Board agreed that the outstanding performance-based restricted stock awarded to Mr. Bachelder on July 27, 2015 pursuant to the Company’s 2015 Stock Plan, which vest on July 27, 2017, shall continue to vest pursuant to its terms, subject to Mr. Bachelder’s continued service as a director of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s outstanding common stock as of April 21, 2016,2017, the record date, including shares as to which a right to acquire ownership within 60 days of the record date exists (for example, through the exerciseupon vesting of stock options)restricted shares) within the meaning of Rule 13d-3(d)(1) under the Exchange Act of 1934, by: (i) each person who is known by the Company to beneficially own more than 5% of the Common Stock; (ii) each of the named executive officers of the Company; (iii) each director and nominee for director of the Company; and (iv) all directors and executive officers of the Company as a group.

Except as otherwise noted, the persons named in the table have sole voting and investment power with respect to their shares of Common Stock shown as beneficially owned by them and the address for each beneficial owner, unless otherwise noted, is c/o Lakeland Industries, Inc., 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779.

* Less than 1%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

It is the Company’s policy that any material transaction involving our directors, executive officers and any other person that is a “related person” within the meaning of SEC regulations is required to be reported to our Chief Executive Officer. In addition, pursuant to Nasdaq Rule 5630(a), all related party transactions are required to be reported to the Audit Committee, which, with the assistance of legal counsel and such other advisors as it deems appropriate, is responsible for reviewing, approving or ratifying any such related party transaction. The Audit Committee shall approve only those related party transactions that it believes are in, or not inconsistent with, the best interests of the Company. A written policy to this effect has been adopted by our Board of Directors.Board.

In addition, the Audit Committee generally conducts an annual review of all such transactions. In addition, every quarter, a report maintained by the Company’s accounting staff is reviewed and approved by the Chief Executive Officer and Chief Financial Officer.

There were no related party transactions entered into, or proposed, for either fiscal 2016year ended January 31, 2017 or fiscalJanuary 31, 2016.

PROPOSAL NO. 4

APPROVAL OF 2017 EQUITY INCENTIVE PLAN

Our Board has declared it advisable, has adopted and is submitting for stockholder approval the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to attract and retain key personnel and to provide a means for directors, officers, and employees to acquire and maintain an interest in our Company and share in our growth and value.

The principal features of the Plan are summarized below, but the summary is qualified in its entirety by reference to the Lakeland Industries, Inc. 2017 Equity Incentive Plan, which is attached as Appendix A to this Proxy Statement.

Highlights of the 2017 Equity Incentive Plan

The Plan permits the grant of (i) incentive stock options (“ISOs”); (ii) nonqualified stock options (“NQSOs” and, together with ISOs, “Options”); (iii) restricted stock awards; (iv) restricted stock units (“RSUs”); (v) awards based upon achievement of specified performance conditions (“Performance Awards”); and (vi) stock appreciation rights (“SARs”), which we refer to collectively as Awards, as more fully described below.

Some of the key features of the Plan that reflect our commitment to effective management of incentive compensation are as follows:

No Repricing of Options and SARs. The prohibits, without stockholder approval, the repricing of Options and SARs.

No In-the-Money Options or SARs. The Plan prohibits the grant of Options or SARs with an exercise price or base price less than the fair market value of our common stock as of the date of grant.

Section 162(m) Qualification. The Plan is designed to allow Awards to be made under the Plan to qualify as performance-based compensation under Section 162(m) of the Code.

Recoupment.Awards made after the Plan is approved may be subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policy maintained by us that is applicable to any participant.

Independent Administration. A committee initially comprised of the Compensation Committee or such other Board committee designated by the Board of at least two independent directors (the “Committee”) will be responsible for the general administration of the Plan with respect to Awards granted to employees. In general, the full Board administers the Plan with respect to Awards made to non-employee directors.

All Awards granted under the Plan are governed by separate written agreements, or award agreements, between us and the participants. No Awards may be granted after expiration of the Plan, although Awards granted before that time will remain valid in accordance with their terms.

The Committee may grant Awards upon such terms and conditions (not inconsistent with the provisions of the Plan) as it may consider appropriate. Any of our employees, officers and directors or those of our affiliates, are eligible to participate in the Plan if selected by the Committee. In its discretion, the Committee may delegate all or part of its authority and duties with respect to granting Awards to one or more individuals, provided applicable law so permits.

Subject to certain adjustments, the maximum number of shares of common stock that may be issued under the Plan in connection with Awards is 360,000, all of which shares may be granted as ISOs. Upon stockholder approval of the Plan, no further awards shall be granted pursuant to either of our 2012 Stock Incentive Plan or 2015 Stock Plan (collectively, the “Prior Plans”), except that any shares of common stock that are covered under the Companyterms of an award issued pursuant to any of the Prior Plans which would otherwise become available for reuse under the terms of such Prior Plan, shall instead become available for issuance under the Plan. The aggregate grant date fair market value of Awards granted under the Plan, together with cash paid, approximately $520,000 in FY15, to a company ownednon-employee director for services during any fiscal year shall not exceed $300,000. In accordance with the requirements under Section 162(m) of the Code, the maximum number of shares of common stock underlying or subject to Awards that may be granted during any calendar year to any individual participant shall be fifty percent (50%) of the maximum number of shares that may be issued in partrespect of Awards under the Plan. In the event of any stock dividend, recapitalization, forward stock split or reverse stock split, reorganization, division, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event that affects our common stock, the Committee shall make appropriate adjustment in the number and kind of shares authorized by managersthe Plan and covered under outstanding Awards as it determines appropriate and equitable. Shares of our common stock subject to Awards that expire unexercised or are otherwise cancelled or forfeited, or such Award is settled in cash in lieu of shares, shall again be available for Awards under the Plan. Except for expired, forfeited or cancelled Shares, the Plan is intended to restrict the “recycling” of shares of common stock back into the Plan; this means (i) shares used or withheld in settlement of a tax withholding obligation associated with an Award, (ii) shares tendered or held back upon the exercise of an Option in satisfaction of the exercise price payable upon exercise of an Option, or (iii) shares subject to a SAR that are not issued or delivered as a result of the net stock settlement of an outstanding SAR, will not become available for grant under the Plan.

Options. An Option entitles the holder to purchase from us a stated number of shares of common stock. An ISO may only be granted to an employee of ours or our affiliates (provided applicable law so permits). The Committee will specify the number of shares of common stock subject to each Option and the exercise price for such Option, provided that the exercise price may not be less than the fair market value of a share of common stock on the date the Option is granted. Notwithstanding the foregoing, if ISOs are granted to any participant who holds, directly or indirectly, 10% or more of the total combined voting power of all classes of stock of the Company (“10% stockholder”), the exercise price shall not be less than 110% of the fair market value of common stock on the date the Option is granted. Generally, all or part of the exercise price may be paid either by certified or bank check or such other means as the Committee will accept.

All Options shall not vest for certain printing services,at least one year after the date the Option is granted, except as (i) the Committee may determine or permit otherwise in the event of a change in control (as defined in the Plan), or (ii) may be required or otherwise be deemed advisable by the Committee in connection with Options granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which management believesthe Company or any of its affiliates combines. The maximum term of an Option shall be determined by the Committee on the date of grant but shall not exceed 10 years (5 years in the case of ISOs granted to any 10% stockholder). In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000. ISOs granted in excess of this limitation will be treated as NQSOs.

If a participant terminates employment with us (or our affiliates) due to death or disability, the participant’s unexercised Options may be exercised, to the extent they were exercisable on the termination date, for a period of twelve months from the termination date or until the expiration of the original Option term, if shorter. If the participant employment with us (or our affiliates) is terminated for cause (as defined in the Plan), all unexercised Options (whether vested or unvested) shall terminate and be forfeited on the termination date. If the participant’s employment terminates for any other reason, any vested but unexercised Options may be exercised by the participant, to the extent exercisable at the time of termination, for a period of 90 days from the termination date (or such time as specified by the Committee at the time of grant) or until the expiration of the original Option term, whichever period is shorter. Unless otherwise provided by the Committee, any Options that are not exercisable at the time of termination of employment shall terminate and be forfeited on the termination date.

Restricted Stock. A restricted stock award is a grant of shares of common stock, which may be subject to forfeiture restrictions during a restriction period. Such restriction period shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with restricted stock granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines. The Committee may condition the expiration of the restriction period, if any, upon: (i) the participant’s continued service over a period of time with us or our affiliates; (ii) the achievement by the participant, us or our affiliates of any other performance goals set by the Committee; or (iii) any combination of the above conditions as specified in the award agreement. If the specified conditions are not attained, the participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying common stock will be forfeited to us. At the end of the restriction period, if the conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of shares. During the restriction period, at the discretion of the Committee, a participant will have the right to vote the shares underlying the restricted stock. However, all dividends will remain subject to restriction until the stock with respect to which the dividend was issued lapses.

RSUs. RSUs are granted in reference to a specified number of shares of common stock and entitle the holder to receive, on achievement of specific performance goals established by the Committee, after a period of continued service with us or our affiliates or any combination of the above as set forth in the applicable award agreement, one share of common stock for each unit or, at the sole discretion of the Committee, an amount in cash equal to the fair market value, at the time of distribution, of one share for each unit. All terms governing RSUs, such as vesting, time and form of payment and termination of units shall be set forth in the applicable award agreement, provided, however, the period commencing with the date of grant of the RSU and ending at such time or times as specified by the Committee shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with RSUs granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any of its affiliates or with which the Company or any of its affiliates combines.

Performance Awards. The Committee may grant Performance Awards denominated as a number of shares of common stock or a specified number of other Awards, which may be earned upon achievement or satisfaction of performance goals as may be specified by the Committee. The vesting period in respect of any Performance Award shall be for a minimum of one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with Performance Awards granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any affiliate or with which the Company or any affiliate combines. The Committee may provide in an award agreement that the performance goals for the Award be adjusted to include or exclude the impact of items such as realized investment gains and losses, extraordinary, unusual, non-recurring or infrequently recurring items, asset write-downs, effects of accounting changes, currency fluctuations, acquisitions, divestitures, reserve-strengthening and other non-operating items, or any other item, event or circumstance that would not cause an Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code to the extent such Award is intended to qualify as “performance-based compensation.”

Performance goals may be linked to a variety of factors including the participant’s completion of a specified period of employment or service with us or an affiliated company. Additionally, performance goals can include objectives stated with respect to us. The performance goals shall be limited to specified levels of or increases in the Company’s or subsidiary’s return on equity, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), sales, sales growth, gross margin, return on investment, increase in the fair market value of the each share of common stock, share price (including but not limited to, growth measures and total stockholder return), net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), inventory turns, financial return ratios, total return to stockholders, market share, earnings measures/ratios, economic value added (“EVA”), balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value or expense targets, working capital measurements (such as average working capital divided by sales), customer satisfaction surveys and productivity.

Nothing in the Plan prohibits the Committee from granting any Award subject to performance vesting conditions which is not intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The participant shall not have any stockholder rights with respect to the shares of common stock subject to a Performance Award until the shares are actually issued thereunder.

Stock Appreciation Rights. A SAR entitles the participant to receive, upon exercise of the SAR, the increase in the fair market value of a specified number of shares of common stock from the date of the grant of the SAR and the date of exercise payable in cash, in shares of common stock valued at fair market value.value, or any combination thereof, as determined by the Committee. Any grant may specify a waiting period or periods before the SAR may become exercisable and permissible dates or periods on or during which the SAR shall be exercisable, and may specify the circumstances under which a SAR may vest, including based on achievement of performance goals and/or future employment or service requirements. A grant may also specify that a SAR may be exercised only in the event of a change in control or other similar transaction or event. No SAR may be granted with a vesting period that is shorter than one year, except as (i) the Committee may determine or permit otherwise in the event of a change in control, or (ii) may be required or otherwise be deemed advisable by the Committee in connection with SARs granted through the assumption of, or substitution for, outstanding awards previously granted by a company acquired by the Company or any affiliate or with which the Company or any affiliate combines. The Committee may provide that a SAR is deemed to be exercised at the close of business on the date the SAR expires if such an exercise would result in payment to the SAR holder.

Transferability and other Award Restrictions. The Committee may impose restrictions on the grant, exercise or payment of an Award as it determines appropriate. Generally, Awards granted under the Plan shall be nontransferable except by will or by the laws of descent and distribution. For Awards (other than Options as set forth above), in the event of termination of employment by reason of death or disability of a participant who holds such Award (other than Options) as to which such Award has not been fully vested, the Committee may, in its sole discretion, take any action that it deems to be equitable under the circumstances or in the best interests of our Company, including without limitation waiving or modifying any limitation, requirement, performance condition or goal with respect to any such Award; provided that, the amount of shares or cash obtained by virtue of any accelerated vesting shall not exceed the number determined by multiplying the number of shares of common stock underlying the Award/or cash value by a fraction, the numerator of which is the number of full months during the relevant restriction period of such Award during all of which the participant was an employee or director of the Company or its subsidiaries and the denominator of which is the number of full calendar months in such restriction period; and provided further that, in the case of any Award subject to Section 409A of the Code, the Committee shall not take any action unless permissible under Section 409A of the Code. No participant shall have any rights as a stockholder with respect to shares covered by Options, RSUs, or SARs unless and until such Awards are settled in shares of common stock.

Compliance with Law. No Option shall be exercisable, no SAR shall be settled, no shares of common stock shall be issued, no certificates for shares of common stock shall be delivered and no payment shall be made under the Plan except in compliance with all applicable laws.

Amendment and Termination. The Board may amend, suspend or terminate the Plan and the Committee may amend any outstanding Award at any time; provided, however, that no such amendment or termination may adversely affect Awards then outstanding without the holder’s permission.

Change in Control. In the event of a change in control, the Committee may, on a participant-by-participant basis (i) cause any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part; (ii) cancel any unvested Award or unvested portion thereof, with or without consideration; (iii) cancel any Award in exchange for a substitute award; (iv) redeem any restricted stock or RSU for cash and/or other substitute consideration with value equal to fair market value of an unrestricted share of common stock on the date of the change in control; (v) cancel any Option in exchange for cash and/or other substitute consideration with a value equal to: (A) the number of shares subject to that Option, multiplied by (B) the difference, if any, between the fair market value per share on the date of the change in control and the exercise price of that Option; provided, that if the fair market value per share on the date of the change in control does not exceed the exercise price of any such Option, the Committee may cancel that Option without any payment of consideration therefor; (vi) take such other action as the Committee shall determine to be reasonable under the circumstances; and/or (vii) in the case of any Award subject to Section 409A of the Code, such Award shall vest and be distributed only in accordance with the terms of the applicable award agreement and the Committee shall only be permitted to use discretion to the extent that such discretion would be permitted under Section 409A of the Code. In the discretion of the Committee, any cash or substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical to those that applied to the cancelled Award immediately prior to the change in control, or (ii) earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection with the change in control. The Committee, in its sole discretion, has the authority to determine the application of the foregoing provisions.

Effective Date. If approved by our stockholders, the Plan will become effective immediately and will remain available for the grant of Awards until June 21, 2027.

U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of Awards under the Plan and the disposition of shares acquired pursuant to the exercise of such Awards. This summary is intended to reflect the current provisions of the Code and the regulations thereunder. However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

PARTICANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE PARTICULAR FEDERAL INCOME TAX CONSEQUENCES TO THEM OF PARTICIPATING IN THE PLAN, AS WELL AS WITH RESPECT TO ANY APPLICABLE STATE OR LOCAL INCOME TAX OR OTHER TAX CONSIDERATIONS.

Options.There are a number of requirements that must be met for a particular Option to be treated as an ISO. One such requirement is that common stock acquired through the exercise of an ISO cannot be disposed of before the later of (i) two years from the date of grant of the Option, or (ii) one year from the date of its exercise. Holders of ISOs will generally incur no federal income tax liability at the time of grant or upon exercise of those Options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to the Company for federal income tax purposes in connection with the grant or exercise of the ISO. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an ISO disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by the Company for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an otherwise ISO becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the date of grant value), the portion of the ISO in respect of those excess shares will be treated as a NQSO.

No income will be realized by a participant upon grant of a NQSO. Upon the exercise of a NQSO, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the Option exercise price paid at the time of exercise. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock. A participant will not be subject to tax upon the grant of an Award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an Award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will recognize ordinary compensation income equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. If the participant made an election under Section 83(b) of the Code, the participant will recognize ordinary compensation income at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock Units. A participant will not be subject to tax upon the grant of a RSU Award. Rather, upon the delivery of shares or cash pursuant to a RSU Award, the participant will recognize ordinary compensation income equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the Award. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct the amount of taxable compensation recognized by the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Performance Awards. A participant recognizes no taxable income and our Company is not entitled to a deduction when Performance Awards are awarded. When Performance Awards vest and become payable upon the achievement of the performance goals, the participant will recognize ordinary income equal to the fair market value of the shares received minus any amount paid for the shares, and, subject to Section 162(m) of the Code, our Company will be entitled to a corresponding deduction. A participant’s tax basis in shares of common stock received upon vesting will be equal to the fair market value of such shares when the participant receives them. Upon sale of the shares, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year at the time of sale. Such gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the tax basis of the shares in the participant’s hands.

Stock Appreciation Rights. A participant recognizes no taxable income and our Company is not entitled to a deduction when a SAR is granted. Upon exercising a SAR, a participant will recognize ordinary income in an amount equal to the cash and/or the fair market value of the shares received minus any amount paid for the shares, and, subject to Section 162(m) of the Code, our Company will be entitled to a corresponding deduction. A participant’s tax basis in the shares of common stock received upon exercise of a SAR will be equal to the fair market value of such shares on the exercise date, and the participant’s holding period for such shares will begin at that time. Upon sale of the shares of common stock received upon exercise of a SAR, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the shares and the participant’s tax basis in such shares.

Section 162(m). In general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S. federal income tax purposes for compensation in excess of $1,000,000 per year per person paid to certain executive officers. The Plan is designed to permit certain Awards to be awarded as performance compensation awards intended to qualify under the “performance-based compensation” exception to Section 162(m) of the Code.

New Plan Benefits

Future grants under the Plan will be made at the discretion of the Committee and, accordingly, are not yet determinable. In addition, the value of the Awards granted under the Plan will depend on a number of factors, including the fair market value of the shares of common stock on future dates, the exercise decisions made by the participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved. Consequently, it is not possible to determine the benefits that might be received by participants receiving discretionary grants under, or having their annual bonus paid pursuant to, the Plan.

Interests of Directors or Officers

The Company’s directors may grant Awards under the Plan to themselves as well as to the Company’s officers and other employees.

Vote Required for Approval

The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting is required to approve the Incentive Plan Proposal. You may vote “for,” “against” or “abstain.” If you “abstain” from voting with respect to this proposal, your vote will have the same effect as a vote “against” this proposal.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE

“FOR” THE INCENTIVE PLAN PROPOSAL

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 (a) of the Exchange Act requires the Company’s directors, officers and beneficial owners of more than 10% of the Common Stock (“Reporting Persons”) to file with the SEC initial reports of ownership of the Company’s equity securities and to file subsequent reports when there are changes in such ownership. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Based solely upon our review of the copies of all Forms 3, 4 and 5 and amendments to these forms, we believe that all Reporting Persons complied on a timely basis with all filing requirements applicable to them with respect to our fiscal year ended January 31, 2016,2017, except for one Form 4 (reporting three transactions) filed late by Mr. Ryan, one Form 4 (reporting one transaction) filed late by Mr. Kreft,Jenkins, two Form 4’s (reporting two transactions) filed late by Mr. McAteer, one Form 4 (reporting one transaction) filed late by Mr. Albro, two Form 4’s (reporting four transactions) filed late by Mr. Pokrassa, two Form 4’s (reporting two transactions) file late by Mr. Jenkins, three Form 4’s4s (reporting five transactions) filed late by Mr. Bachelder, one Form 4 (reporting one transaction)an option exercise and disposition of shares) filed late by Mr. RobersonMcAteer, and one Form 4 (reporting one transaction) filed late by Mr. Benedict.Kreft.

STOCKHOLDER PROPOSALS – 2017PROPOSALS-2018 ANNUAL MEETING

Pursuant to the proxy rules promulgated under the Exchange Act, Lakeland stockholders are notified that theThe submission deadline for providing Lakeland with timely notice of any stockholder proposal intendedproposals to be included in theour proxy materials for Lakeland’s Annual Meeting to be held in 2017the 2018 annual meeting of stockholders (the “2017“2018 Annual Meeting”) will be January 6, 2017, 120 calendar days priorpursuant to the first anniversaryRule 14a-8 of the date of the Company’s proxy statement for its 2016 annual meeting. Such proposalExchange Act is January 8, 2018. All proposals must be submitted in writing to Lakeland’sreceived by the Corporate Secretary at the principal executive offices of Lakeland located atIndustries, Inc., 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779.

If you wish to submit a proposal outside of by the process of Rule 14a-8 under the Exchange Act,required deadline and must comply with all other applicable legal requirements in order for such proposal to be considered “timely” for inclusion in the purposesCompany’s 2018 Annual Meeting proxy materials. Any such proposal should be submitted by certified mail, return receipt requested, or other means, including electronic means, that allow the stockholder to prove the date of Rule 14a-4(c) underdelivery.

In addition, our Bylaws require that we be given advance notice of stockholder nominations for election to the Exchange Act, the proposalBoard and of other matters which stockholders wish to present for action at an annual meeting of stockholders. The required notice must be receiveddelivered to the Secretary of the Company at the above addressour principal offices not laterless than February 15, 2017, the 120th calendar day90 days and not more than 120 days prior to the first anniversary date of the immediately preceding year’s annual meeting of stockholders. These requirements are separate from and in addition to the SEC requirements that a stockholder must meet in order to have a stockholder proposal included in our proxy statement.

Pursuant to Lakeland’s amendedour Bylaws, if notice of any stockholder proposal is received prior to February 21, 2018 or after March 23, 2018, the notice will be considered untimely and restated bylaws, in order for a stockholderwe are not required to bringpresent such proposal at the 2018 Annual Meeting. If the Board chooses to present a proposal before,submitted prior to February 21, 2018 or make a nominationafter March 23, 2018 at the 20172018 Annual Meeting, then the persons named in proxies solicited by the Board for the 2018 Annual Meeting may exercise discretionary voting power with respect to such stockholder must deliver a written notice of such proposal and/or nomination to, or it must be mailed and received by, Lakeland’s Corporate Secretary at the principal executive offices of Lakeland located at 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York 11779, no earlier than the close of business on January 16, 2017, the 150^th calendar day, prior to the first anniversary of the immediately preceding year’s annual meeting of stockholders, and not later than the close of business on February 15, 2017, the 120^th calendar day prior to the first anniversary of the immediately preceding year’s annual meeting of stockholders. Stockholders are also advised to review Lakeland’s amended and restated bylaws, as they may be amended from time to time, for additional requirements and deadlines applicable to the submission of stockholder proposals, including, but not limited to, proposals relating to the nomination of one or more candidates for election to the Lakeland Board of Directors.proposal.

OTHER MATTERS

The Board of Directors knows of no matters other than those described above that have been submitted for consideration at this Annual Meeting. As to other matters, if any, that properly may come before the Annual Meeting, the Board of Directors intends that the proxy cards will be voted in respect thereof in accordance with the judgment of the person or persons named thereon.

QUESTIONS

For information about your record holding, call Computershare at (800) 368-5948. We also invite you to visit Lakelands’ Internet site atwww.Lakeland.com, under the headings Investor Relations-Financial Information–Relations-Lakeland SEC filings.Filings and Reports. Internet site materials are for your general information and are not part of this proxy solicitation. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

If you have questions or need more information about the annual meeting write to be address below. Any written notice of revocation, or later dated proxy card, should be delivered to:

to Lakeland Industries, Inc.

, 3555 Veterans Memorial Highway, Suite C,

Ronkonkoma, New York 11779,

Attention: Christopher J. Ryan, Secretary Attn: Secretary.

Lakeland makes available, free of charge on its website, all of its filings that are made electronically with the Securities and Exchange Commission (“SEC”), including Forms 10-K, 10-Q and 8-K. These filings are also available on the SEC’s website (www.sec.gov). To access these filings, go to our website (www.lakeland.com) and click on the heading Investor Relations-Financial Information–Relations-Lakeland SEC filings.Filings and Reports. Copies of Lakeland’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016,2017, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to:

Christopher J. Ryan,to the Corporate Secretary,

President, Chief Executive Officer and Secretary

Lakeland Industries, Inc.

, 3555 Veterans Memorial Highway, Suite C,

Ronkonkoma, New York 1177911779.

By Order of the Board of Directors,

Christopher J. Ryan

Corporate Secretary

	By Order of the Board of Directors,
	Christopher J. Ryan
	Corporate Secretary

May 6,5, 2016

Ronkonkoma, New York

APPENDIX A

LAKELAND INDUSTRIES, INC.

2017 EQUITY INCENTIVE PLAN

Section 1.Purpose; Definitions.The purposes of the Lakeland Industries, Inc. 2017 Equity Incentive Plan (the “Plan”) are to: (a) enable Lakeland Industries, Inc. (the “Company”) and its affiliated companies to recruit and retain highly qualified employees and directors; (b) provide those employees and directors with an incentive for productivity; and (c) provide those employees and directors with an opportunity to share in the growth and value of the Company.