8-K

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):  May 27, 2021

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Wisconsin	001-37641	39-1564801
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 East Front Street

        Mount Horeb, Wisconsin  53572        

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (608) 424-1544

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class B Common Stock, No Par Value	DLTH	NASDAQ Global Select Market

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 

As previously disclosed, on May 27, 2021, following the annual meeting of shareholders (the “Annual Meeting”) of Duluth Holdings Inc. (the “Company”), Stephen L. Schlecht resigned as Executive Chairman of the Company and was appointed as the non-executive Chairman of the Company’s Board of Directors (the “Board”).  

In addition, Samuel M. Sato, the Company’s President and Chief Executive Officer, was appointed as a member of the Board.  In connection with his duties as a director, Mr. Sato will receive no additional compensation in addition to his compensation as President and Chief Executive Officer of the Company.  There were no arrangements or understandings between Mr. Sato and any other person pursuant to which he was selected as a director. Since January 29, 2018, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Sato had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.  Mr. Sato will also not serve as a member of any committees of the Board.

Item 5.07  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s shareholders voted on the proposal to elect the seven individuals nominated by the Board of Directors of the Company to serve as directors until the 2022 Annual Meeting of Shareholders.  As previously disclosed, the Company withdrew the proposal to ratify the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company for the year ending January 30, 2022.  As also disclosed previously, the Audit Committee, based on management’s recommendation, approved the selection of KPMG LLP as the Company’s new independent registered public accounting firm.

The final voting results on the proposal is as follows:

Election of the below-named nominees to the Board of Directors of the Company:

Nominee	Class of Common Stock	Number of Votes FOR	Withhold Authority	Broker Non-Votes
Stephen L. Schlecht	Class A	33,642,000	0	0
	Class B	19,238,289	4,300,308	3,073,828
Francesca M. Edwardson	Class A	33,642,000	0	0
	Class B	23,484,396	54,201	3,073,828
David C. Finch	Class A	33,642,000	0	0
	Class B	22,599,054	939,543	3,073,828
Thomas G. Folliard	Class A	33,642,000	0	0
	Class B	23,478,246	60,351	3,073,828
Brenda I. Morris	Class A	33,642,000	0	0
	Class B	23,478,929	59,668	3,073,828
Brett L. Paschke	Class A	33,642,000	0	0
	Class B	23,449,334	89,263	3,073,828
Scott K. Williams	Class A	33,642,000	0	0
	Class B	23,482,898	55,699	3,073,828

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.

	DULUTH HOLDINGS INC.
Dated:  May 28, 2021	By: /s/ David Loretta
	David Loretta Senior Vice President and Chief Financial Officer

XML

Document and Entity Information	May 27, 2021
Details
Registrant CIK	0001649744
Registrant Name	DULUTH HOLDINGS INC.
SEC Form	8-K
Period End date	May 27, 2021
Trading Symbol	DLTH
Trading Exchange	NASDAQ
Tax Identification Number (TIN)	39-1564801
Emerging Growth Company	false
Entity Incorporation, State or Country Code	WI
Entity File Number	001-37641
Entity Address, Address Line One	201 East Front Street
Entity Address, City or Town	Mount Horeb
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53572
City Area Code	608
Local Phone Number	424-1544
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock, No Par Value
Amendment Flag	false