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 12, 2020
LANDS' END, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-09769 |
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36-2512786 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
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1 Lands’ End Lane Dodgeville, Wisconsin |
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53595 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (608) 935-9341
Not Applicable
(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 Instructions 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 12, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The items submitted to a stockholder vote 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 March 31, 2020. The results of suck Stockholder votes are set forth below:
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1. |
Election of Directors. Each of Robert Galvin, Jerome Griffith, Elizabeth Leykum, Josephine Linden, John T. McClain, Maureen Mullen, Jignesh Patel and Jonah Staw was elected to the Board of Directors of the Company for a one-year term expiring at the Company’s 2021 Annual Meeting of Stockholders or until his or her successor is elected and qualified, or earlier death, resignation, disqualification or removal. The votes on this matter were as follows: |
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Name |
For |
Withheld |
Broker Non-Votes |
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Robert Galvin |
27,906,859 |
538,479 |
1,831,239 |
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Jerome Griffith |
27,906,491 |
538,847 |
1,831,239 |
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Elizabeth Leykum |
27,909,050 |
536,288 |
1,831,239 |
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Josephine Linden |
27,730,130 |
715,208 |
1,831,239 |
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John T. McClain |
27,234,550 |
1,210,788 |
1,831,239 |
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Maureen Mullen |
28,421,466 |
23,872 |
1,831,239 |
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Jignesh Patel |
28,416,711 |
28,627 |
1,831,239 |
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Jonah Staw |
28,426,430 |
18,908 |
1,831,239 |
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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: |
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For |
Against |
Abstain |
Broker Non-Votes |
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26,712,131 |
1,723,422 |
9,785 |
1,831,239 |
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3. |
Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2020. The Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2020. The votes on this matter were as follows: |
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For |
Against |
Abstain |
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30,151,105 |
121,372 |
4,100 |
Pursuant to the requirements of the Securities and 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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Date: May 14, 2020 |
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LANDS’ END, INC. |
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By: /s/ Peter L. Gray |
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Name: Peter L. Gray |
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Title: Executive Vice President, Chief Administrative Officer |
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and General Counsel |