Current Report Filing (8-k)
July 24 2017 - 4:45PM
Edgar (US Regulatory)
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):
July 21, 2017
LAKELAND INDUSTRIES, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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0-15535
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13-3115216
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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3555 Veterans Memorial Hwy, Suite C, Ronkonkoma, New York
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11779-7410
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(Address of principal executive offices)
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(Zip Code)
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(631) 981-9700
(Registrant’s telephone number, including
area code)
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 Instruction A.2. below):
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¨
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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))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in 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.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Effective as of July 21, 2017, Stephen M.
Bachelder retired as a member of the Board of Directors (the “Board”) of Lakeland Industries, Inc. (the “Company”).
Effective as of July 21, 2017, the Board
elected Jeffrey T. Schlarbaum to the Board to serve as a Class II Director, with a term expiring at the Company’s 2018 annual
meeting of stockholders, to fill the vacancy created by Mr. Bachelder’s retirement.
Mr. Schlarbaum, age 51, has served as a
director and as President and Chief Executive Officer of IEC Electronics Corp., a publicly-traded electronic manufacturing company,
since February 2015. From February 2013 to June 2013 and from June 2014 to February 2015, Mr. Schlarbaum pursued personal interests.
From June 2013 to June 2014, Mr. Schlarbaum served as Chief Operations Officer for LaserMax, Inc., a manufacturer of laser gun
sights for law enforcement and the shooting sports community. From October 2010 to February 2013, Mr. Schlarbaum served as President
of IEC Electronics Corp. Prior to that, Mr. Schlarbaum served as Executive Vice President and President of Contract Manufacturing
of IEC Electronics Corp. from October 2008 to October 2010, Executive Vice President from November 2006 to October 2008 and Vice
President, Sales and Marketing from May 2004 to November 2006. Mr. Schlarbaum received a BBA in marketing from National University
and an MBA from Pepperdine University.
Mr. Schlarbaum was not appointed by the
Board pursuant to any arrangement or understanding between him and the Company or any other person or entity, and Mr. Schlarbaum
does not have any family relationship with any director or executive officer of the Company. In addition, there are no transactions
between Mr. Schlarbaum and the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended.
Mr. Schlarbaum will receive an annual compensation
of $75,000 for his service as a non-employee director, pursuant to the Company’s standard compensation policy for non-employee
directors, as described under “Director Compensation” in the Company’s proxy statement for its 2017 annual meeting
of stockholders filed with the Securities and Exchange Commission (“SEC”) on May 8, 2017. Mr. Schlarbaum will also
be eligible for awards to non-employee directors under the Company’s 2017 Equity Incentive Plan. The Company and Mr. Schlarbaum
will enter into the Company’s standard form of indemnification agreement for directors and officers, which form is filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2012.
On July 21, 2017, the Company entered into
a consulting agreement with Mr. Bachelder, under which Mr. Bachelder will consult with the Company for a one-year period (the “Term”)
to assist the Company with marketing, sales, and operational activities. During the Term, Mr. Bachelder will be paid an aggregate
consulting fee of $75,000 and will be issued 6,241 restricted shares of the Company’s common stock scheduled to vest on July
27, 2017, which he otherwise would have forfeited. Mr. Bachelder is subject to non-competition, non-solicitation, and confidentiality
provisions.
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.
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LAKELAND INDUSTRIES, INC.
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By:
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/s/ Christopher J. Ryan
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Christopher J. Ryan
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President and Chief Executive Officer
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Date: July 24, 2017
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