UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2023 Annual Meeting of Shareholders of Duluth Holdings Inc. (the “Company”) held on May 25, 2023, our shareholders voted on proposals to: (1) elect the eight individuals nominated by the Board of Directors of the Company to serve as directors until the 2024 Annual Meeting of Shareholders; (2) ratify the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 28, 2024; and (3) approve, by an advisory vote, the compensation of our named executive officers as described in our proxy statement.
The final voting results on these proposals are as follows:
(1) 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 | 19,761,796 | 4,705,417 | 3,416,812 | |||||||||||||
| Samuel M. Sato |
Class A | 33,642,000 | 0 | 0 | ||||||||||||
| Class B | 24,372,159 | 95,054 | 3,416,812 | |||||||||||||
| Francesca M. Edwardson |
Class A | 33,642,000 | 0 | 0 | ||||||||||||
| Class B | 20,744,000 | 3,723,213 | 3,416,812 | |||||||||||||
| David C. Finch |
Class A | 33,642,000 | 0 | 0 | ||||||||||||
| Class B | 19,569,724 | 4,897,489 | 3,416,812 | |||||||||||||
| Brett L. Paschke |
Class A | 33,642,000 | 0 | 0 | ||||||||||||
| Class B | 24,378,190 | 89,023 | 3,416,812 | |||||||||||||
| Susan J. Riley |
Class A | 33,642,000 | 0 | 0 | ||||||||||||
| Class B | 23,383,720 | 1,083,493 | 3,416,812 | |||||||||||||
| Ronald Robinson |
Class A | 33,642,000 | 0 | 0 | ||||||||||||
| Class B | 24,389,601 | 77,612 | 3,416,812 | |||||||||||||
| Scott K. Williams |
Class A | 33,642,000 | 0 | 0 | ||||||||||||
| Class B | 20,748,389 | 3,718,824 | 3,416,812 | |||||||||||||
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(2) Ratification of the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 28, 2024:
| Class of Common Stock |
Number of Votes |
Number of Votes |
Abstentions |
Broker Non-Votes | ||||
| Class A |
33,642,000 | 0 | 0 | 0 | ||||
| Class B |
27,824,593 | 55,587 | 3,845 | 0 |
(3) Advisory vote on the compensation of our named executive officers:
| Class of Common Stock |
Number of Votes FOR |
Number of Votes Against |
Abstentions |
Broker Non-Votes | ||||
| Class A |
33,642,000 | 0 | 0 | 0 | ||||
| Class B |
20,890,780 | 3,557,709 | 18,724 | 3,416,812 |
| Item 8.01. | Other Events. |
The Company issued a press release on May 25, 2023 concerning the election of Mr. Robinson to its Board of Directors, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 25, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| DULUTH HOLDINGS INC. | ||||||
| Dated: May 31, 2023 | By: | /s/ David Loretta | ||||
| David Loretta | ||||||
| Senior Vice President and Chief Financial Officer | ||||||