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): June 16, 2021

Lakeland Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-15535	13-3115216
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

202 Pride Lane SW, Decatur, Alabama 35603

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (256) 350-3873

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
Common Stock, $0.01 Par Value	LAKE	NASDAQ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2021, the board of directors (the “Board”) of Lakeland Industries, Inc. (the "Company”), as well as the Compensation Committee of the Board (the “Committee”), jointly adopted the revised Lakeland Industries, Inc. Long-Term Incentive Plan (the “LTIP”). Officers, other employees, and directors of the Company are eligible to participate in the LTIP. The LTIP is administered by the Committee or the full Board with respect to non-employee directors of the Company. The LTIP is intended to enable the Company (a) to recruit and retain highly qualified executives, other employees and directors who are responsible for moving the business of the Company forward, (b) align the interests of the Company’s executives and directors with the interests of the Company’s stockholders by creating a direct link between compensation and the Company’s performance, and (c) incentivize executives, other employees and directors of the Company to contribute to the long-term success of the Company. It is provided that awards will be made annually. Awards for non-employee directors will be time based only, with vesting one year after the date of grant, subject to the participant’s continued service to the Company. Vesting of awards for officers and other employees will be three (3) years, 50% of which will be time based over three (3) years and the remaining 50% of which will be performance based and will vest on the last day of a three (3) year performance period based upon target percentages given to revenue growth, EBITDA margin, free cash flow, and relative goals and weights determined at the time of grant, subject to the participant’s continued employment with the Company. These target percentages will be applied against a base bonus amount (the “Base Bonus Amount”). The time based portion of the awards will vest 1/3 one year after the date of grant, 1/3 at the end of the second year of the performance period and 1/3 at the end of the third year of the performance period. The Base Bonus Amount will be equal to a percentage of the participant’s base salary in effect at the commencement of the performance period (or a set amount in the case of non-employee directors). The Committee may, at the time of grant, adjust the percentage of base salary utilized to determine Base Bonus Amount for any participant as it deems appropriate. All LTIP awards will be granted under, and will be subject to the terms and conditions of, the Lakeland Industries, Inc. 2017 Equity Incentive Plan. Recipients of awards who meet specified share ownership requirements may, subject to certain conditions, elect to be paid in cash in lieu of restricted stock.

The foregoing description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the LTIP, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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

Lakeland Industries, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders on June 16, 2021. The final results of the voting for each matter submitted to a vote of Stockholders at the Annual Meeting are as follows:

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Proposal 1:      

The Board of Directors’ nominees for Class II director were elected to serve for three years expiring at the Company’s 2024 Annual Meeting of Stockholders and until each of their respective successors is duly elected and qualified, by the votes set forth below:

	FOR		WITHHELD		BROKER NON-VOTE
Jeffrey Schlarbaum		4,454,776		142,218		79,854
Charles D. Roberson		4,561,642		35,351		79,854

Proposal 2:                 

The Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2022 by the votes set forth below:

FOR		AGAINST		ABSTAIN
	4,671,716		4,033		1,099

Proposal 3: 

The Stockholders voted, on an advisory basis, on compensation of our named executive officers:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
	4,554,776		29,753		12,465		79,854

Proposal 4:       

The Stockholders approved the Amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan by the votes set forth below:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
	4,361,742		230,266		4,985		79,854

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
10.1	Lakeland Industries, Inc. Long-Term Incentive Plan

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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.

	LAKELAND INDUSTRIES, INC.
Date: June 21, 2021	By:	/s/ Charles D. Roberson
		Charles D. Roberson
		Chief Executive Officer, President and Secretary

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EX-10.1

EXHIBIT 10.1

LAKELAND INDUSTRIES, INC.

LONG-TERM INCENTIVE PLAN

(As revised June 2021)

1.            Purpose

The purposes of the Lakeland Industries, Inc. Long-Term Incentive Plan (the “Plan”) are to: (a) enable Lakeland Industries, Inc. (the “Company”) and its affiliated companies to recruit and retain highly qualified executives, other employees, and directors who are responsible for moving the business of the Company forward; (b) align the interests of the Company’s executives and directors with the interests of the Company’s stockholders by creating a direct link between compensation and the Company’s performance, thereby enhancing stockholder return; and (c) incentivize executives, other employees, and directors to contribute to the long-term success of the Company.

2.            Administration

The Plan will be administered by the Compensation Committee of the Board of Directors (the “Committee”); provided, however, that with respect to non-employee directors of the Company, the Plan shall be administered by the full Board of Directors (the “Board”).

3.            Participation

The Company’s officers, other employees, and directors, are eligible to participate in the Plan, subject to selection and appointment by the Committee.

4.            Performance Periods

With respect to grants that are performance-based, or with respect to the portion of grants that are performance-based, the Plan’s performance period will be three years (the “Performance Period”), commencing on the first day of the Company’s fiscal year and ending on the last day of the third fiscal year thereafter. A new three-year Performance Period will start with each new fiscal year.

5.            Performance Measurement

Awards under the Plan will be granted in accordance with the Company’s 2017 Equity Incentive Plan (the “Equity Incentive Plan”) and will be determined and granted and based as follows:

Non-employee Board members:

● Annual awards would be made at or about the time of the annual meeting of stockholders.

● Vesting of awards would be time based only, with one year cliff vesting.

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Officers and other employees: 

● Annual awards would normally be made at or about the time of the filing of the Company’s Annual Report on Form 10-K.

● Vesting would be three years based:

o 50% would be time based, with 1/3 at the end of year one, 1/3 at the end of year 2 of the Performance Period and 1/3 at the end of year 3 of the Performance Period.

o The remaining 50% would be performance based at the end of year 3 based upon revenue growth, EBITDA margin and free cash flow, the relative goals and weights to be determined at the time of grant.

o With respect to the performance based grants, the number of shares to be issued would be determined as follows: 50% at Minimum, 100% at Target and 150% at Maximum.

For purposes of the Plan, the calculation of EBITDA (earnings before interest, taxes, depreciation and amortization) shall exclude restricted stock units (“RSUs”), shares of restricted stock or other equity (compensation) expense incurred by the Company in connection with grants under this Plan and shall be subject to equitable determination by the Committee (or the Board, if applicable) in the event of any or all items determined to be unusual in nature and/or infrequent in occurrence, which may include, without limitation, the charges or costs associated with restructurings of the Company or any subsidiary, discontinued operations, other unusual or infrequently occurring items, the cumulative effects of accounting changes or such other objective factors as the Committee (or the Board, if applicable) deems appropriate.

In the case of Revenue Growth and EBITDA Margin, with respect to amounts that fall in between two targets, the bonus percentage shall be determined by proration between the two.

Any bonus payable under the Plan shall be made in RSUs, shares of restricted stock, or other equity form, of the Company based on the price of the Company’s common stock on the date of grant of the award. Bonuses shall be made as soon as practicable after the end of the last applicable fiscal year of the Performance Period and no later than June 1st.

For purposes of the initial award grants, the Committee will assume the Target amounts will be achieved.

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Recipients of awards who have met the following share ownership requirements: 2x base salary for the Chief Executive Officer; 2x annual compensation level for the Executive Chairman, 1.5x base salary for the Chief Operating Officer, and 1x base salary for all others, may elect to be paid in cash in lieu of restricted shares of common stock, subject to the Company’s compliance with the Company’s then existing loan agreement and other cash needs at the sole discretion of the Committee, or in the case of non-employee directors, the Board.

6.            Base Bonus Amount

Target percentages shall be applied against a base bonus amount (the “Base Bonus Amount”). The Base Bonus Amount shall be equal to a percentage of the participant’s base salary as in effect at the commencement of the Performance Period (or $65,000 in the case of non-employee directors):

Participant	Base Bonus Amount
Chief Executive Officer	100% of Base Salary
Executive Chairman	65% of Base Salary
Chief Operating Officer	60% of Base Salary
Chief Financial Officer	75% of Base Salary
All others	40% of Base Salary

The Committee may, at the time of grant, adjust the percentage of Base Salary utilized to determine Base Bonus Amount for any participant as its deem appropriate.

7            Policies

The following sets forth Polices that will apply with respect to the Plan:

Director and Officer Ownership Guidelines: Dispositions of shares obtained by virtue of grants pursuant to the Plan will be prohibited unless the following ownership levels are met at the time of the proposed dispositions:

● Chief Executive Officer: 4x Base Salary

● Other officers: 2x Base Salary

● Directors: 2x Cash Retainer

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Limited Dispositions of Shares: Dispositions of shares obtained by virtue of grants under the Plan would be limited to 50% of the issued awards, assuming continued compliance with the ownership guidelines.

Anti Hedging and Anti Pledging Policy: Shares obtained or available under the Plan may not be hedged or pledged for any purpose.

Limited Share Recycling: Shares issued or issuable under the Equity Incentive Plan and surrendered for exercise or taxes may not be recycled for future grant.

Clawback Provisions: Any negative adjustment in financial reporting may result in surrender of shares previously vested/issued in accordance with the Clawback Policy of the Company.

The foregoing policies would operate in tandem with the Company’s Policy on Insider Trading. Any exceptions or waivers of the foregoing policies would require the approval of the Board of Directors of the Company.

The following Policies shall be applicable to all prior grants under the LTIP: Directors and Officer Ownership Guidelines, Limited Disposition of Shares and Anti Hedging and Anti Pledging Policy.

8.            Continuous Employment

Except as provided below, to receive an award under the Plan, participants must be actively employed by or be a director of the Company (or its subsidiaries) from the date of grant through the last date of the Performance Period or the time-based vesting date, as applicable. No award will be earned or due for participants who do not satisfy this employment condition. Notwithstanding the foregoing, if a participant leaves employment (or a directorship) with the Company (or its subsidiaries) due to retirement (as defined below), disability (as defined in the Equity Incentive Plan), or death during the Performance Period or time-based vesting period, the participant (or his or her estate in the event of death) will be entitled to a prorated award determined by multiplying the award amount by a fraction, the numerator of which will be the number of full months of the Performance Period or time-based vesting period that elapsed prior to the termination of employment and the denominator of which will be 36. The prorated award will be paid on the date on which the Company pays awards in the normal course for such Performance Period or in the case of time-based vesting, within a reasonable time of the determination of the awards. For purposes hereof, “retirement” shall mean separation from service with the Company and its subsidiaries and affiliates, and cessation of all full-time employment, on or after reaching 65 years of age.

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9.            Foreign Employees

In certain circumstances, in view of tax considerations, it is anticipated that participants that are not United States citizens may receive grants of Stock Appreciation Rights in lieu of other forms of equity grants.

10.          Amendment

The Board may amend or terminate this Plan at any time.

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XML

Cover	Jun. 16, 2021
Cover [Abstract]
Entity Registrant Name	Lakeland Industries, Inc.
Entity Central Index Key	0000798081
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jun. 16, 2021
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 Par Value
Entity Incorporation State Country Code	DE
Entity File Number	000-15535
Entity Tax Identification Number	13-3115216
Entity Address Address Line 1	202 Pride Lane SW
Entity Address City Or Town	Decatur
Entity Address State Or Province	AL
Entity Address Postal Zip Code	35603
City Area Code	256
Local Phone Number	350-3873
Trading Symbol	LAKE
Security Exchange Name	NASDAQ