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
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Date of Report (Date of earliest event reported): May 9, 2024 |
LANDS’ END, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | 001-09769 | 36-2512786 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1 Lands’ End Lane | |
Dodgeville, Wisconsin | | 53595 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: (608) 935-9341 |
(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 Instruction A.2. below):
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☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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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 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2024, Lands’ End, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The items submitted to a vote of the Company’s stockholders (the “Stockholders”) 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 April 10, 2024. The results of such Stockholder votes are set forth below:
1.Election of Directors. Each of Robert Galvin, Elizabeth Leykum, Josephine Linden, John T. McClain, Andrew J. McLean and Alicia Parker was elected to the Board of Directors of the Company, each to serve until the Company’s 2025 Annual Meeting of Stockholders or until their successor is elected and qualified, or earlier death, resignation, disqualification or removal. The votes on this matter were as follows:
| | | |
Name | For | Withheld | Broker Non-Votes |
Robert Galvin | 27,981,342 |
591,593 | 1,457,686 |
Elizabeth Leykum |
27,337,186 |
1,235,749 |
1,457,686 |
Josephine Linden | 28,130,011 | 442,924 | 1,457,686 |
John T. McClain | 28,339,302 | 233,633 | 1,457,686 |
Andrew J. McLean |
28,454,933 | 118,002 | 1,457,686 |
Alicia Parker |
28,499,393 |
73,542 | 1,457,686 |
2.Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes on this matter were as follows:
| | | |
For | Against | Abstain | Broker Non-Votes |
28,274,325 |
292,099 | 6,511 | 1,457,686 |
3.Advisory Vote to Approve the Frequency of Holding Future Stockholder Votes Regarding the Compensation of the Company’s Named Executive Officers. The Stockholders voted, on a non-binding advisory basis, to hold an advisory vote on the compensation of the Company’s named executive officers every year. The votes on this matter were as follows:
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1 Year | 2 Years | 3 Years | Abstain |
27,174,014 | 27,511 | 1,366,049 | 5,361 |
Based on the results of the vote, and consistent with the Board of Director’s recommendation, the Company has determined to hold a non-binding advisory vote regarding executive compensation every year until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation.
4.Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024. The Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The votes on this matter were as follows:
| | |
For | Against | Abstain |
29,938,685 | 66,375 | 25,561 |
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.
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| | | LANDS’ END, INC. |
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Date: | May 9, 2024 | By: | /s/ Peter L. Gray |
| | | Name: Peter L. Gray
Title: Chief Commercial Officer, Chief Administrative Officer and General Counsel |
