UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 13, 2023 |
LANDS’ END, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-09769 | 36-2512786 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
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1 Lands’ End Lane |
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Dodgeville, Wisconsin |
| 53595 | ||
(Address of principal executive offices) |
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Registrant’s Telephone Number, Including Area Code: (608) 935-9341 |
Not Applicable |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, par value $0.01 per share |
| LE |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the June 13, 2023 Annual Meeting of Stockholders of Lands’ End, Inc. (the “Company”), the Company’s stockholders (the “Stockholders”) approved Amendment No. 1 (the “Amendment”) to the Lands’ End, Inc. Amended and Restated 2017 Stock Plan (the “Plan”), which increased the number of shares available for issuance under the Plan by 2,000,000 additional shares. As a result of the Stockholders’ approval, the Amendment became effective on April 21, 2023 (the date it was approved by the Board of Directors of the Company).
A more complete description of the terms of the Amendment and the Plan can be found in the description of Item 3 (pages 51 through 57) in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 2, 2023. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2023, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). The items submitted to a stockholder vote at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 2, 2023. The results of such Stockholder votes are set forth below:
Name | For | Withheld | Broker Non-Votes |
Robert Galvin | 28,405,265 | 728,048 | 1,460,068 |
Elizabeth Leykum | 27,984,442 | 1,148,871 | 1,460,068 |
Josephine Linden | 28,184,978 | 948,335 | 1,460,068 |
John T. McClain | 28,825,848 | 307,465 | 1,460,068 |
Andrew J. McLean | 28,841,341 | 291,972 | 1,460,068 |
Jignesh Patel | 28,655,141 | 478,172 | 1,460,068 |
Jonah Staw | 28,653,954 | 479,359 | 1,460,068 |
For | Against | Abstain | Broker Non-Votes |
26,447,576 | 2,668,327 | 17,410 | 1,460,068 |
For | Against | Abstain | Broker Non-Votes |
25,940,431 | 3,180,158 | 12,724 | 1,460,068 |
For | Against | Abstain |
30,515,830 | 70,709 | 6,842 |
Item 9.01 Financial Statements and Exhibits. | ||
(d) Exhibits | ||
Exhibit Number | Description | |
10.1 | Amendment No. 1 to the Lands’ End, Inc. Amended and Restated 2017 Stock Plan | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LANDS' END, INC. | |||
Date: | June 13, 2023 | By: | /s/ Peter L. Gray |
Name: | Peter L. Gray | ||
Title: | Chief Commercial Officer, Chief Administrative Officer and General Counsel |