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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): February 12, 2024

 

 

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 5.02

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

On February 12, 2024, Duluth Holdings Inc. (the “Company”) issued a press release announcing the number of shares granted in connection with the inducement award to Heena Agrawal, Senior Vice President and Chief Financial Officer of the Company, the material terms of which were previously disclosed, in connection with NASDAQ Listing Rule 5635(c)(4), which requires public announcement of such awards made outside the terms of the Company’s 2015 Equity Incentive Plan.

The Company and Ms. Agrawal also entered into the Inducement Restricted Stock Award Agreement, dated February 12, 2024, pursuant to which the shares were issued.

A copy of the Inducement Restricted Stock Award Agreement is attached hereto as Exhibit 10.1 to this filing and is incorporated herein by reference. The Company’s press release announcing the grant is also attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
 No. 

  

Description

10.1    Inducement Restricted Stock Award Agreement, dated February 12, 2024, by and between Ms. Agrawal and the Company.
99.1    Press Release dated February 12, 2024.
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: February 12, 2024     By:  

/s/ Samuel M. Sato

     

Samuel M. Sato

President and Chief Executive Officer

 

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