United
States Securities and Exchange Commission
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant
ý
Filed by
a Party other than the Registrant
o
Check the
appropriate box:
o
Preliminary
Proxy Statement
o
Confidential,
For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
ý
Definitive
Proxy Statement
o
Definitive
Additional Materials
o
Soliciting
Material Pursuant to § 240.14a-12
Lakeland
Industries, Inc.
|
(Name
of Registrant as Specified In Its Charter)
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
|
|
|
Payment
of Filing Fee (Check the appropriate box):
|
|
|
|
ý
|
|
No
fee required.
|
o
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
|
|
|
|
|
|
(1)
Title of each class of securities to which transaction
applies:
|
|
|
|
|
|
|
|
|
(2)
Aggregate number of securities to which transaction
applies:
|
|
|
|
|
|
|
|
|
(3)
Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
|
|
|
|
|
|
|
|
|
(4)
Proposed maximum aggregate value of transaction:
|
|
|
|
|
|
|
|
|
(5)
Total fee paid:
|
|
|
|
|
|
|
o
|
|
Fee
paid previously with preliminary materials.
|
o
|
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
(1)
Amount Previously Paid:
|
|
|
|
|
|
|
|
|
(2)
Form, Schedule or Registration Statement No.:
|
|
|
|
|
|
|
|
|
(3)
Filing Party:
|
|
|
|
|
|
|
|
|
(4)
Date Filed:
|
|
|
|
|
|
|
Lakeland Industries,
Inc.
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on Wednesday, June 16, 2010
To Our
Stockholders:
|
|
|
WHAT:
|
|
Our
2010 Annual Meeting of Stockholders
|
|
|
|
WHEN:
|
|
Wednesday,
June 16, 2010, at 10:00 a.m., local time
|
|
|
|
WHERE:
|
|
Holiday
Inn
|
|
|
3845
Veterans Memorial Highway
|
|
|
Ronkonkoma,
NY 11779
|
|
|
|
WHY:
|
|
At
this meeting, you will be asked to:
|
|
|
|
|
|
(1)
Elect two (2) directors for three years and until their respective
successors have been elected and qualified;
|
|
|
|
|
|
(2)
Ratify the selection of WAKM as our independent registered public
accounting firm for the fiscal year ending January 31,
2011;
|
|
|
|
|
|
(3)
Consider and vote upon a stockholder proposal to declassify the Board of
Directors; and
|
|
|
|
|
|
(4)
Transact any other business as may properly come before the Annual Meeting
of Stockholders or any adjournments, postponements or rescheduling of the
Annual Meeting of
Stockholders.
|
A
complete list of stockholders entitled to vote at the meeting will be open for
examination by our stockholders, during regular business hours, for a period of
ten days prior to the meeting, at 701 Koehler Avenue, Suite 7, Ronkonkoma, NY
11779. Only stockholders of record at the close of business on April 19, 2010
will receive notice of, and be eligible to vote at, the Annual Meeting of
Stockholders or any adjournment thereof. The foregoing items of business are
more fully described in the proxy statement accompanying this
notice.
Your vote is important. Please read
the proxy statement and the voting instructions on the enclosed proxy card.
Then, whether or not you plan to attend the Annual Meeting of Stockholders in
person, and no matter how many shares you own, please sign, date and promptly
return the enclosed proxy card in the enclosed envelope, which requires no
additional postage if mailed in the United States.
To reduce
the expense of delivering duplicate voting materials to our stockholders who may
have more than one Lakeland stock account, we may deliver only one set of the
proxy statement and the Annual Report to Stockholders for the fiscal year ended
January 31, 2010 to certain stockholders who share an address, unless otherwise
requested. A separate proxy card is included in the voting materials for each of
these stockholders. If your shares are registered directly in your name and you
share an address with another stockholder and have received only one set of
voting materials, but you would prefer to receive your own copy, please contact
Lakeland Industries, Inc. by telephone at (631) 981-9700 or by mail at 701
Koehler Avenue, Suite 7, Ronkonkoma, NY 11779, or alternatively, please contact
Investor Relations by telephone at (631) 367-1866 or by email at
jdarrow@darrowir.com. If your shares were held in an account at a bank,
brokerage firm, or other agent or nominee and you have received only one set of
voting materials, but you would prefer to receive your own copy,
please contact your bank, broker or agent.
May
14, 2010
|
By
Order of the Board of Directors,
|
Ronkonkoma,
New York
|
|
|
Christopher
J. Ryan
|
|
Secretary
|
TABLE
OF CONTENTS
|
Page
|
|
|
|
Information
Concerning Solicitation and Voting
|
1
|
|
Proposal
No. 1 — Election of Directors
|
5
|
|
Nominees
for Election
|
5
|
|
Director
Compensation
|
7
|
|
Proposal
No. 2 — Ratification of Selection of WAKM as our Independent
Registered Public Accounting Firm
|
9
|
|
Proposal
No. 3 – Stockholder Proposal to Declassify the Board of
Directors
|
10
|
|
Independent
Auditor Fee Information
|
12
|
|
Audit
Committee Report
|
13
|
|
Corporate
Governance
|
14
|
|
Executive
Officers
|
19
|
|
Executive
Officer Compensation
|
19
|
|
Executive Compensation
Overview
|
19
|
|
Summary
Compensation Table
|
22
|
|
Grants
of Plan - Based Awards Table
|
23
|
|
Narrative
to Summary Compensation Table and Plan-Based Awards Table
|
24
|
|
Outstanding
Equity Awards at January 31, 2010
|
25
|
|
Option
Exercises and Stock Vested Table
|
26
|
|
Potential
Payments Upon Termination
|
26
|
|
Equity
Compensation Plan Information
|
28
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
29
|
|
Certain
Relationships and Related Transactions
|
31
|
|
Section 16(a)
Beneficial Ownership Reporting Compliance
|
32
|
|
Stockholder
Proposals — 2010 Annual Meeting
|
32
|
|
Other
Matters
|
33
|
|
Annual
Report
|
33
|
|
Lakeland Industries,
Inc.
701
Koehler Avenue, Suite 7
Ronkonkoma,
New York 11779
(631)
981-9700
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on
Wednesday, June 16, 2010
INFORMATION
CONCERNING SOLICITATION AND VOTING
WHY
DID YOU SEND ME THIS PROXY STATEMENT?
The Board
of Directors of Lakeland Industries, Inc., a Delaware corporation, seeks your
proxy for use in voting at our 2010 Annual Meeting of Stockholders (the “Annual
Meeting”) or at any postponements or adjournments of the Annual Meeting. Our
Annual Meeting will be held at the Holiday Inn, located at 3845 Veterans
Memorial Highway, Ronkonkoma, NY 11779, on Wednesday, June 16, 2010 at
10:00 a.m. local time. We intend to begin mailing this proxy statement, the
attached notice of the Annual Meeting and the accompanying white proxy card on
or about May 17, 2010 to all record holders of our common stock, par value
$0.01, entitled to vote at the Annual Meeting. Along with this proxy statement,
we are also sending our Annual Report on Form 10-K to stockholders for the
fiscal year ended January 31, 2010 (the “Annual Report”).
WHAT
AM I VOTING ON?
At the
Annual Meeting, stockholders will act upon the:
|
(1)
|
Election
of two (2) directors for three years and until their respective
successors have been elected and
qualified;
|
|
(2)
|
Ratification
of the selection of WAKM as our independent registered public accounting
firm for the fiscal year ending January 31,
2011;
|
|
(3)
|
A
stockholder proposal to declassify the Board of Directors;
and
|
|
(4)
|
Transaction
of any other business as may properly come before the Annual Meeting or
any adjournments or postponements of the Annual
Meeting.
|
WHO
CAN VOTE?
Only
holders of record of our common stock at the close of business on April 19,
2010, the record date, will receive notice of, and be entitled to vote at, our
Annual Meeting. At the close of business on the record date,
5,439,410 shares of our common stock were outstanding and entitled to vote.
Our common stock is our only class of outstanding voting
securities.
Stockholder
of Record: Shares Registered in Your Name
If, on
April 19, 2010, your shares were registered directly in your name with our
transfer agent, The Registrar and Transfer Company, then you are a stockholder
of record. As a stockholder of record, you may vote in person at the
meeting or vote by proxy. Whether or not you plan to attend the meeting, we
urge you to sign, date and return the enclosed proxy card to ensure your vote is
counted.
Beneficial
Owner: Shares Registered in the Name of a Broker, Bank or
Agent
If, on
April 19, 2010, your shares were held, not in your name, but rather in an
account at a bank, brokerage firm, or other agent or nominee, then you are the
beneficial owner of shares held in “street name” and these proxy materials are
being forwarded to you by that organization. The organization holding your
account is considered the stockholder of record for purposes of voting at the
Annual Meeting. As a beneficial owner, you have the right to direct your bank,
broker or other agent or nominee on how to vote the shares in your account. You
are also invited to attend the Annual Meeting. However, since you are not the
stockholder of record, you may not vote your shares in person at the meeting
unless you request and obtain a power of attorney or other proxy authority from
your bank, broker or other agent or nominee, and bring it to our Annual
Meeting.
WHAT
CONSTITUTES A QUORUM?
A quorum
of stockholders is necessary to hold a valid meeting. A quorum will be present
if at least a majority of the outstanding shares are represented by stockholders
present at the meeting or by proxy. On the record date, there were 5,439,410
shares outstanding and entitled to vote. Thus, at least 2,719,706 shares must be
represented by stockholders present at the meeting or by proxy to have a
quorum.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or
one is submitted on your behalf by your broker, bank or other nominee) or if you
vote in person at the meeting. Abstentions and broker non-votes will be counted
towards the quorum requirement. If there is no quorum, a majority of the votes
present at the meeting may adjourn the meeting to another date.
WHAT
ARE THE VOTING RIGHTS OF THE HOLDERS OF OUR COMMON STOCK?
In
deciding all matters, a holder of common stock on the record date will be
entitled to cast one vote for each share of common stock registered in that
holder’s name, on each matter to be voted upon at the Annual
Meeting.
WHAT
VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
Proposal No. 1,
the election of two directors, requires a plurality of the votes cast to elect a
director. The two nominees receiving the most “For” votes (among votes properly
cast in person or by proxy) will be elected. Only votes “For” will affect the
outcome. Abstentions or broker non-votes, as described below, will have no
effect on the outcome of the vote on Proposal No. 1.
Proposal No. 2, the
ratification of the appointment of WAKM as our independent registered public
accounting firm, must receive a “For” vote by the majority of the votes cast by
stockholders present in person or represented by proxy and entitled to vote
thereon. In determining whether the proposal has received the requisite number
of votes, abstentions and broker non-votes will be disregarded and will have no
effect on the outcome of the vote.
Proposal
No. 3, the stockholder proposal to declassify the Board of Directors, must
receive a “For” vote by the majority of the votes cast by stockholders present
in person or represented by proxy and entitled to vote thereon. In determining
whether the proposal has received the requisite number of votes, abstentions and
broker non-votes will be disregarded and will have no effect on the outcome of
the vote.
HOW
ARE VOTES COUNTED AND HOW ARE ABSTENTIONS AND BROKER NON-VOTES
TREATED?
Votes
will be counted by the inspector of election appointed for the Annual Meeting,
who will separately count “For” votes, “Against” votes, abstentions, withheld
votes and broker non-votes.
Votes withheld and
abstentions are counted for quorum purposes, but will have no effect on the
outcome of the vote.
A “broker
non-vote” is when a broker votes in its discretion on one or more “routine”
matters, but does not receive instructions from a beneficial owner of shares as
to how to vote those shares on “non-routine” matters. Broker non-votes will be
counted for purposes of a quorum. As for the effect on the outcome of votes on
proposals, under the current Nasdaq Stock Market rules, brokers have
discretionary voting power to vote without receiving voting instructions from
the owner on “routine” matters, but not on “non-routine” matters. Routine
matters include, among other things, the ratification of the appointment of
independent registered public accountants. Non-routine matters
included, among other things, the uncontested election of directors and
stockholder proposals opposed by management. There is one non-routine matter
being voted on at this Annual Meeting. This means that if you hold your shares
through a broker, bank or other nominee (that is, in “street name”), and do not
provide voting instructions by the tenth day before the Annual Meeting, the
broker, bank or other nominee will have the discretion to vote your shares on
Proposal No. 2 but not on Proposal No. 1 or Proposal No.
3.
WHO
WILL BEAR THE COSTS OF SOLICITING PROXIES FOR THE ANNUAL MEETING?
We are
soliciting the proxies and will bear the entire cost of this solicitation,
including the preparation, assembly, printing and mailing of this proxy
statement and any additional materials furnished to our stockholders. The
Company has retained Georgeson, Inc., a proxy solicitation firm, for assistance
in connection with the solicitation of proxies for the Annual Meeting at a cost
of $7,500 plus reimbursement of reasonable out-of-pocket expenses. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by officers and employees of the Company who will not receive any
additional compensation for their services. Proxies and proxy material will also
be distributed at our expense by brokers, nominees, custodians, and other
similar parties.
HOW
DO I VOTE IF I ATTEND THE ANNUAL MEETING?
If you
are a stockholder of record, you can attend the Annual Meeting and vote in
person the shares you hold directly in your name on any matters properly brought
before the Annual Meeting. If you choose to do that, please bring the enclosed
proxy card or proof of identification. If you want to vote in person at our
Annual Meeting and you hold our common stock through a bank, broker or other
agent or nominee, you must obtain a power of attorney or other proxy authority
from that organization and bring it to our Annual Meeting. Follow the
instructions from your bank, broker or other agent or nominee included with
these proxy materials, or contact your bank, broker or other agent or nominee to
request a power of attorney or other proxy authority. If you vote in person at
the Annual Meeting, you will revoke any prior proxy you may have
submitted.
HOW
DO I VOTE IF I DO NOT ATTEND THE ANNUAL MEETING?
Stockholders
of record who do not attend the Annual Meeting should vote by mail: Please sign,
date and return the enclosed proxy card in the enclosed postage-paid return
envelope.
By executing and returning
the enclosed proxy card, you are authorizing the individuals listed on the proxy
card to vote your shares in accordance with your instructions.
If you are a beneficial
owner of shares registered in the name of your bank, broker or other agent or
nominee, you should have received a proxy card and voting instructions with
these proxy materials from that organization rather than from us. Simply
complete and mail the proxy card to ensure that your vote is counted. If you did
not receive a proxy card, please follow the instructions from your bank, broker
or other agent or nominee included with these proxy materials, or contact your
bank, broker or other agent or nominee to request a proxy card.
WHAT
IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED ON THE PROXY
CARD?
If you
return a signed and dated proxy card without marking any voting selections, your
shares will be voted as follows:
|
(1)
|
FOR
the election of the
two nominees for director proposed by the Board of
Directors;
|
|
|
|
|
(2)
|
FOR
the ratification of
the selection of WAKM as our independent registered public accounting firm
for the fiscal year ending January 31, 2011; and
|
|
|
|
|
|
AGAINST
the stockholder
proposal to declassify the Board of
Directors.
|
If any
other matter is properly presented at the meeting, the individuals named on your
proxy card will vote your shares using their best judgment.
YOUR
VOTE IS VERY IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
PLEASE SIGN AND DATE THE ENCLOSED WHITE PROXY CARD AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE PROMPTLY.
WHAT
DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD FROM LAKELAND?
If you
receive more than one proxy card from us or your bank, your shares are
registered in more than one name or are registered in different accounts. Please
complete, sign and return each proxy card to ensure that all of your shares
are voted.
HAS
THE LAKELAND BOARD OF DIRECTORS MADE A RECOMMENDATION REGARDING THE MATTERS TO
BE ACTED UPON AT THE ANNUAL MEETING?
Our Board
of Directors recommends that you vote “FOR” the election of its two nominees for
director, “FOR” the ratification of the selection of WAKM as our independent
registered public accounting firm for the fiscal year ending January 31,
2011 and “AGAINST” the stockholder proposal to declassify the Board of
Directors. Please vote on the enclosed proxy card.
CAN
I CHANGE MY VOTE?
Yes. You
may revoke your proxy by doing any of the following:
|
(1)
|
You
may send a written notice that you are revoking your proxy to our
Corporate Secretary at the address indicated below, so long as it is
received prior to the Annual
Meeting.
|
|
(2)
|
You
may submit another properly completed proxy card with a later date to the
Company, so long as it is received prior to the Annual
Meeting.
|
|
(3)
|
You
may attend the Annual Meeting and vote in person. Simply attending the
meeting will not, by itself, revoke your
proxy.
|
Any
written notice of revocation, or later dated proxy card, should be delivered
to:
Lakeland
Industries, Inc.
701
Koehler Avenue, Suite 7
Ronkonkoma,
New York 11779
Attention:
Christopher J. Ryan, Secretary
If your
shares are held by your broker or bank as a nominee or agent, you should follow
the instructions provided by your broker or bank.
HOW
CAN I FIND OUT THE RESULTS OF THE VOTING AT THE ANNUAL MEETING?
Preliminary
voting results will be announced at the Annual Meeting. Final voting results
will be published in a Form 8-K following the Annual Meeting of
Shareholders.
PROPOSAL NO. 1
General
Our Board
of Directors, or the Board, consists of seven directors. As indicated below,
each nominee for re-election will be elected for a three-year term, which will
expire at the 2013 Annual Meeting of Stockholders and until their successors are
duly elected and qualified or until any such director’s earlier resignation or
removal. Our Board’s nominees are Raymond Smith, Chairman of the Board of
Directors and Duane Albro, Chairman of the Compensation Committee and
director/member of the Nominating and Governance Committee; both of whom are
currently serving as Directors. Our Nominating and Governance
Committee (excluding members who are nominees) considered the qualifications of
each of the Board’s nominees for election prior to the Annual Meeting, and
unanimously recommended that each nominee be submitted for re-election to the
Board.
Directors are elected by a
plurality of the votes properly cast in person or by proxy. If a quorum is
present and voting, the two nominees receiving the highest number of affirmative
votes will be elected. Shares represented by executed proxy cards will be voted,
if authority to do so is not withheld, for the election of the two nominees
named below. Abstentions and broker non-votes will have no effect on the votes.
If any Board nominee becomes unavailable for election as a result of an
unexpected occurrence, your shares will be voted for the election of a
substitute nominee determined by our Board. Each person nominated by the Board
for election has agreed to serve if elected. We have no reason to believe that
any Board nominee will be unable to serve.
The name
and age of each director nominee, his position with us and the year in which he
first became a director is set forth below:
NOMINEES
FOR ELECTION
INCUMBENT
DIRECTORS - CLASS III
Terms
Expiring in June 2010
___
______________________________________
Name
|
|
Age
|
|
Position
|
|
Director Since
|
|
|
|
|
|
|
|
Raymond
J. Smith
|
|
72
|
|
Chairman
of the Board of Directors
|
|
1982
|
Duane
W. Albro
|
|
62
|
|
Director
|
|
2009
|
The
principal occupations and employment of the nominees for director are set forth
below:
Nominee
Directors
Raymond J. Smith
, one of the
co-founders of Lakeland, has been Chairman of our Board of Directors since our
incorporation in 1982 and was President of Lakeland from 1982 to November 30,
2003. Prior to co-founding Lakeland, Mr. Smith was a Sales Executive
with the International Paper Company (NYSE: IP) from 1961 to 1966, then the
President of Abandaco, Inc. from 1966 to 1982. Mr. Smith received his B.A. from
Georgetown University in 1960. Mr. Smith has served as a director since 1982 and
his term as a director will expire at our Annual Meeting of Stockholders in
2010. Mr. Smith attended a Harvard Business School Management Program in 1982
specializing in financial planning, long-term planning and Human
Relations. Mr. Smith’s qualifications to serve on our board include
his extensive business experience and his intimate knowledge of Lakeland as a
co-founder and long-time director.
Duane W. Albro
has been the
President and CEO of WVT Communications (Nasdaq “WWVY”) since May 2007. From
2005 to 2006, he was President and CEO of Refinish LP, a privately held company
in the cellular phone refurbishing business. From 2004 to 2005 he was a business
consultant with the Gerson Lehrman Group in NY, NY, providing strategic and
tactical analysis and advice to investors and businesses. He has
extensive experience in the telecommunications and cable TV industry having
worked in executive positions at Cablevision, Net2000 Communications, Bell
Atlantic and Nynex between 1966 and 2003. He has also been active in supporting
the positive impact of telecommunications used in education, having served on a
White House Advisory Council on Technology in Education and provided testimony
to Congress on the benefits of technology used in education. Mr. Albro has
demonstrated his commitment to workforce issues as the founder, Chairman and
President of the Long Island Works Coalition, a non-profit organization
dedicated to enhancing the available workforce for technology industries. Mr.
Albro holds an MBA from New York Institute of Technology. Mr.
Albro
was elected
to our Board on April 17, 2009 and has joined Mr. Smith as a Class III director
and his term as a director will expire at our Annual Meeting of Stockholders in
2010. Mr. Albro’s qualifications to serve on our Board include his extensive
experience in providing consulting services to private equity investors as well
as his significant experience as CEO.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT
THE STOCKHOLDERS VOTE “FOR”
THE
ELECTION OF THE CLASS III NOMINEES
LISTED
AS PROPOSAL NO. 1.
INCUMBENT
DIRECTORS - CLASS II
Terms
Expiring in June 2012
__________________________________________
Name
|
|
Age
|
|
Position
|
|
Director Since
|
|
|
|
|
|
|
|
Stephen
M. Bachelder
|
|
57
|
|
Director
|
|
2004
|
John
J. Collins, Jr.
|
|
65
|
|
Director
|
|
1986
|
Eric
O. Hallman
|
|
64
|
|
Director
|
|
1982
|
Stephen M. Bachelder
was an
executive and President of Swiftview, Inc. a Portland, Oregon based software
company from 2002-2007. Swiftview, Inc. was sold to a private equity firm in
October 2006. From 1991 to 1999 Mr. Bachelder ran a consulting firm advising
technology companies in the Pacific Northwest. Mr. Bachelder was the president
and owner of an apparel company, Bachelder Imports, from 1982 to 1991 and worked
in executive positions for Giant Foods, Inc. and Pepsico, Inc. between 1976 and
1982. Mr. Bachelder is a 1976 Graduate of the Harvard Business
School. Mr. Bachelder has served as a director since 2004 and his
term as a director will expire at our Annual Meeting of Stockholders in June
2012. Mr. Bachelder’s qualifications to serve on our Board include
his business education and multiple prior executive
positions.
John J. Collins, Jr.
was
Executive Vice President of Chapdelaine GSI, a government securities firm, from
1977 to January 1987. He was Senior Vice President of Liberty Brokerage, a
government securities firm, between January 1987 and November
1998. Presently, Mr. Collins is self-employed, managing a direct
investment portfolio of small business enterprises for his own
accounts. Mr. Collins has served as one of our directors since 1986
and his term as a director will expire at our Annual Meeting of Stockholders in
June 2012. Mr. Collins’ qualifications to serve on our board include his
business experience and directorship of Lakeland, making him intimately familiar
with the Company’s operations.
Eric O. Hallman
was President
of Naess Hallman Inc., a ship brokering firm, from 1974 to 1991 owned equally by
Arne Naess and Mr. Hallman. From 1991 to 1992, Mr. Hallman was also affiliated
with Finanshuset (U.S.A.), Inc., a ship brokering and international financial
services and consulting concern, and was the Owners Representative of Sylvan
Lawrence, the then largest privately owned commercial real estate development
company in New York City, between 1992 and 1998. Between 1998 and 2000, Mr.
Hallman was President of PREMCO, a real estate management company, and currently
is Comptroller of the law firm Murphy, Bartol & O’Brien, LLP. Mr.
Hallman has served as one of our directors since our incorporation in 1982 and
his term as a director will expire at our Annual Meeting of Stockholders in June
2012. Mr. Hallman’s qualifications to serve on our board include his intimate
familiarity with the company’s structure, product and personnel resulting from
his involvement as a founder and shareholder of Lakeland Industries, Inc. before
the company went public. In addition, his experience as an entrepreneur with
other companies has assisted him in his directorship of Lakeland.
INCUMBENT
DIRECTORS - CLASS I
Terms Expiring in June
2011
Name
|
|
Age
|
|
Position
|
|
Director Since
|
|
|
|
|
|
|
|
Christopher
J. Ryan
|
|
57
|
|
Chief
Executive Officer, President, General
|
|
1986
|
|
|
|
|
Counsel,
Secretary and Director
|
|
|
A.
John Kreft
|
|
58
|
|
Director
|
|
2004
|
Christopher J. Ryan
has
served as Lakeland’s Chief Executive Officer and President since November 30,
2003, Secretary since April 1991, General Counsel since February 2000 and a
director since May 1986. Mr. Ryan was our Executive Vice President -
Finance from May 1986 until becoming our President on November 30, 2003. Mr.
Ryan also worked as a Corporate Finance Partner at Furman Selz Mager Dietz &
Birney, Senior Vice President-Corporate Finance at Laidlaw Adams & Peck,
Inc., Managing-Corporate Finance Director of Brean Murray Foster Securities,
Inc. and Senior Vice President-Corporate Finance of Rodman & Renshaw,
respectively between 1983-1991. Mr. Ryan has served as a Director of Lessing,
Inc., a privately held restaurant chain based in New York, from 1995-2008. Mr.
Ryan received his BA from Stanford University, his MBA from Columbia Business
School and his J.D. from Vanderbilt Law School. Mr. Ryan is a member of the
National Association of Corporate Directors (NACD). Mr. Ryan has served as a
director since 1986 and his term as a director will expire at our Annual Meeting
of Stockholders in June 2011. Mr. Ryan’s qualifications to serve on our board
include his business and legal education as well as his lengthy experience as a
director at our Company and at other companies.
A. John Kreft
has been
President of Kreft Interests, a Houston based private investment firm, since
2001. Between 1998 and 2001, he was CEO of Baker Kreft Securities, LLC, a NASD
broker-dealer. From 1996 to 1998, he was a co-founder and manager of TriCap
Partners, a Houston based venture capital firm. From 1994 to 1996 he was
employed as a director at Alex Brown and Sons. He also held senior positions at
CS First Boston, including employment as a managing director from 1989 to 1994.
Mr. Kreft received his MBA from the Wharton School of Business in 1975. Mr.
Kreft is a member of the National Association of Corporate Directors (NACD). Mr.
Kreft has served as a director of Lakeland since November 17, 2004 and his term
as a director will expire at our Annual Meeting of Stockholders in June
2011.
Mr. Kreft’s
qualifications to serve on our board include his extensive capital markets
experience with debt and equity financings and bank facilities. In
addition, his familiarity with acquisition due diligence and integration issues
assists him in his directorship of Lakeland.
DIRECTOR
COMPENSATION
Members
of the Board of Directors, in their capacity as directors, are reimbursed for
all travel expenses to and from meetings of the Board and its
Committees. Non-Employee or Outside Directors received $6,250
quarterly as compensation for serving on the Board and its committees, committee
chairmen receive an additional $500 quarterly. In addition, Directors receive
only $500 if they attend meetings by telephone, but $1,500 for meetings attended
in person. There are no charitable awards or director legacy programs and no
deferred compensation programs for Directors. In their deliberations relating to
directors’ compensation, the Compensation Committee reviewed a study conducted
by the National Association of Corporate Directors and the Center for Board
Leadership, entitled “2006-2007 Director Compensation Report”. Messrs. Collins,
Hallman, Kreft, Bachelder, Albro and Smith participate in our Non-Employee
Directors' Option Plan and the 2009 Equity Incentive Plan (“the 2009 Equity
Plan”) which was approved by the shareholders on June 17, 2009.
The
following table sets forth compensation information for the fiscal year ended
January 31, 2010 (sometimes referred to in this proxy statement as “FY10”) for
each member of the Board of Directors who is not also an executive
officer. Christopher J. Ryan, as an employee director, was not
compensated for his service on our Board. Raymond J. Smith did not renew his
employment contract with the company, and was not compensated for his service on
our Board prior to April 30, 2009, but was compensated as of May 1, 2009.
Disclosures relating to compensation for Messrs. Smith and Ryan can be found in
“Executive Officers – Executive Compensation” below.
DIRECTOR
COMPENSATION TABLE FOR FISCAL 2010
|
Name
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
|
Stock
Awards
($)
(1)
|
|
|
Option
Awards
($)
(1)(2)
|
|
|
Non-
Equity
Incentive
Plan
Compensation
($)
|
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All Other
Compensation
Reimbursed
Expenses
($)
|
|
|
Total
($)
|
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Eric
O. Hallman
|
|
$
|
31,500
|
|
|
$
|
83,424
|
|
|
$
|
6,695
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0
|
|
|
$
|
121,619
|
|
B
|
John
J. Collins
|
|
$
|
25,500
|
|
|
$
|
79,904
|
|
|
$
|
6,695
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
1,314
|
|
|
$
|
113,413
|
|
C
|
A.
John Kreft
|
|
$
|
36,000
|
|
|
$
|
96,096
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
6,906
|
|
|
$
|
139,002
|
|
D
|
Stephen
M. Bachelder
|
|
$
|
34,000
|
|
|
$
|
96,096
|
|
|
$
|
6,695
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
2,927
|
|
|
$
|
139,718
|
|
E
|
Raymond
J. Smith
|
|
$
|
25,750
|
|
|
$
|
74,976
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0
|
|
|
$
|
100,726
|
|
F
|
Duane
W. Albro
|
|
$
|
27,250
|
|
|
$
|
74,976
|
|
|
$
|
26,982
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
0
|
|
|
$
|
129,208
|
|
|
(1)
|
Represents
the dollar amount representing aggregate grant date fair value during
FY10, at maximum level for restricted shares and based on Black-Scholes
model for director options.
|
|
(2)
|
At
January 31, 2010 our non-employee directors owned the following
unexercised options: Mr. Hallman 2,100, Mr. Collins 2,100, Mr. Kreft
7,050, Mr. Bachelder 8,050, and Mr. Albro
5,000.
|
We
currently grant stock options to our directors under our non-employee directors’
option plan (the “Directors’ Plan”), which provides for an automatic one-time
grant of options to purchase 5,000 shares of common stock to each non-employee
director newly elected or appointed to the Board of Directors. Under the
Directors’ Plan, 60,000 shares of common stock have been authorized for
issuance. Options are granted at not less than fair market value, become
exercisable commencing six months from the date of grant and expire six years
from the date of grant. In addition, all non-employee directors re-elected to
the Company’s Board of Directors at any annual meeting of the stockholders will
automatically be granted additional options to purchase 1,000 shares of common
stock on that date which in accordance with the By-Laws is always the third
Wednesday of June each year. Grants of 5,000 options were made to Mr.
Albro and 1,000 each to Msrs. Collins, Hallman and Bachelder pursuant to the
Directors Plan in 2009.
The
following table sets forth information with respect to outstanding unvested
performance based awards under The 2009 Equity Plan that were made to our
non-employee directors in June 2009 that are represented in the maximum number
of shares that may be awarded at the end of the performance cycle in June
2012.
Grantee / Directors
|
|
Maximum # of Shares
|
|
|
Values at January 31, 2010
|
|
Raymond
J. Smith
|
|
|
9,372
|
|
|
$
|
79,193
|
|
John
J. Collins, Jr.
|
|
|
9,988
|
|
|
|
84,399
|
|
Eric
O. Hallman
|
|
|
10,428
|
|
|
|
88,117
|
|
Stephen
M. Bachelder
|
|
|
12,012
|
|
|
|
101,501
|
|
A.
John Kreft
|
|
|
12,012
|
|
|
|
101,501
|
|
Duane
Albro
|
|
|
9,372
|
|
|
|
79,193
|
|
RECOMMENDATION
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE
ELECTION
OF THE BOARD’S THREE NOMINEES IDENTIFIED ABOVE
IN
PROPOSAL NO. 1 ON THE PROXY CARD
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF
WARREN, AVERETT, KIMBROUGH & MARINO, LLC
(WAKM) AS
OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee of our
Board has selected WAKM, as our independent registered public accounting firm to
audit our consolidated financial statements for the fiscal year ending
January 31, 2011, and has directed that management submit the selection of
WAKM as our independent registered public accounting firm for ratification by
the stockholders at the Annual Meeting. A representative of WAKM is expected to
be present or available by phone at the Annual Meeting and will be available to
respond to appropriate questions from our stockholders and will be given an
opportunity to make a statement if he or she desires to do so.
Effective
as of April 28, 2009, the Company engaged WAKM as its new independent registered
public accounting firm. The decision to engage WAKM was made and approved by the
Audit Committee of the Board of Directors.
Stockholder ratification of
the selection of WAKM as our independent registered public accounting firm is
not required by our Bylaws or otherwise. However, the Audit Committee is
submitting the selection of WAKM to the stockholders for ratification as a
matter of good corporate governance. If the stockholders fail to ratify the
selection, the Audit Committee will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Audit Committee may in its
discretion direct the appointment of different independent registered public
accountants at any time during the year if they determine that such a change
would be in the best interests of the Company and its stockholders.
The
affirmative vote of the holders of a majority of the shares present in person or
represented by proxy and entitled to vote will be required to ratify the
selection of WAKM. Abstentions will be counted toward the tabulation
of votes cast on proposals presented to the stockholders and will have the same
effect as negative votes. Broker non-votes are counted towards a quorum and will
be counted in support of this proposal.
RECOMMENDATION
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR”
RATIFICATION OF THE SELECTION OF
WARREN,
AVERETT, KIMBROUGH & MARINO LLC
AS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
IN
PROPOSAL NO. 2 ON THE PROXY CARD
PROPOSAL NO. 3
STOCKHOLDER
PROPOSAL TO DECLASSIFY THE BOARD OF DIRETORS
We
have received a proposal from a stockholder that we are required to include in
this proxy statement. The stockholder has advised us that the proposal will be
presented for action at the Annual Meeting. The proposed resolution and the
proponent's supporting statement, for which we and our Board of Directors are
not responsible, are set out below. The proposal has been submitted by Seymour
Holtzman, 100 North Wilkes-Barre Boulevard, Wilkes-Barre, PA 18702 who has
advised us that he is the owner of 93,261 shares of our common
stock.
“
RESOLVED
, it is recommended
that the Board of Directors of Lakeland, Industries, Inc. (the “Company”) take
the steps necessary to declassify the election of the individual Board members
and thereby nominate all Directors of the Company for election on an annual
basis for a term of one year rather than staggering their individual elections
to occur once every three years.”
Stockholder’s
Statement in Support of the Proposal
“Seymour
Holtzman (“Holtzman”), the proponent of this proposal, believes that the
Company’s current segregation of the Board of Directors into three (3) separate
classes with staggered three years terms of office is specifically designed to
limit the shareholders’ ability to alter the opposition of the majority of the
Board. In Holtzman’s opinion, if all Directors are elected annually, the
shareholders of the Company would have an increased ability to affect the
Company’s management.
Holtzman’s
motivation for this proposal is the long-term under-valuation of the Company’s
shares in relation to its book value. The Company’s share price traded between
$5.03 and $9.17 over the last year. Based on the Company’s most recent Form 10-Q
filed on December 10, 2009, its book value was $13.29 (Shareholder Equity of
$72,304,828 and 5,437,534 shares outstanding). In Holtzman’s opinion, the market
value of the Company’s shares reflects a substantial discount because of the
Company’s small size, the complexity of its business model and poor performance
of management. Holtzman believes there is also a perceived lack of interest on
the part of the Board to consider a takeover by a larger strategic suitor that
could (in Holtzman’s opinion) result in significantly higher valuation for the
shareholders. In 2008, Holtzman requested that the Company hire an investment
banking firm to sell the Company, but the Company failed to hire any such firm
in response to this request.
In its
2009 US Voting Manual, RiskMetrics, a well-known risk management firm, states
that “directors should be accountable to shareholders on an annual basis.”
RiskMetrics argues that “the only real motive for board classification is to
make it more difficult to change control of the board.” Holtzman believes that a
classified board could (1) delay a takeover desired by shareholders, and (2)
prevent bidders from approaching the Company because they do not want to wait
more than a year to gain majority control of the Board.
On April
2, 2009, SharkRepellent.net reported that, “in 2008, 57 shareholder proxy
proposals to declassify boards received a majority of the Yes/No votes. Of
those, 35 have filed a proxy statement so far in 2009. Twenty three (23) of the
companies or almost 66% have implemented the proposal (typically by putting a
charter or bylaw amendment to eliminate the classified board up to a binding
vote). The 66% follow through rate is the highest in any year since we began
tracking these proposals in 2001.”
In
Holtzman’s opinion, annual elections for all Directors would increase the
accountability of the Company’s Board. Vote “FOR” this proposal.
The
Company’s Response to the Stockholder Proposal
The Board
of Directors believes that the classified board, which has been in place since
our initial public offering in 1986, continues to provide significant benefits
to us and our stockholders. Our classified Board is designed to provide
stability, enhance long-term planning and ensure that a majority of our
directors at any given time have prior experience as directors of our company.
In this regard, we believe the classified Board provides members of our Board
with the opportunity to develop substantive knowledge of our business and
strategy and that directors who have experience with us and knowledge about our
business, affairs and prospects are a valuable resource and are in a better
position to make fundamental decisions that are in the best interests of us and
our stockholders.
Moreover,
a classified Board helps protect against sudden removal of some or all of our
directors and the installation of replacement directors by parties whose
interests may not be consistent with the best interests of all of our
stockholders. A classified board does not preclude unsolicited acquisition
proposals or prevent companies such as ours from being acquired at prices that
are fair and adequate but, by eliminating the threat of imminent removal, a
classified board puts the incumbent Board in a position to act to maximize value
for all stockholders. We believe that the classified Board would give
us and our Board more time to evaluate the adequacy and fairness of any takeover
proposal, negotiate on behalf of all stockholders and weigh possible available
alternatives, including the continued operation of the Company’s businesses, to
help provide maximum value for all stockholders. In addition, we believe that a
classified Board helps assure that any transaction proposed by an
interested stockholder or other third party will be reviewed by directors who
were knowledgeable as to our assets, business and prospects.
The Board
also believes that its classified board structure enhances the independence of
non-management directors by providing them with a longer elected term of office.
It permits them to act independently and on behalf of stockholders without being
concerned with whether they will be re-nominated by the other members of the
Board each year. We believe that the freedom of our Board members to focus on
our long-term interests instead of on the re-nomination process leads to greater
independence and better governance. The existence of a three-year term for
directors also assists us in attracting director candidates who are willing to
make a longer-term commitment to our company.
The Board
of Directors further believes that the benefits of the current classified board
structure do not come at the cost of directors’ accountability to stockholders.
Our directors are required to uphold their fiduciary duties to us and our
stockholders, regardless of the length of their term of office. Moreover, since
one-third of the directors must stand for election each year the stockholders
have the opportunity annually to vote against the Board’s nominees. The Board of
Directors is committed to good governance practices and has implemented a
variety of measures to ensure a strong governance structure, including the fact
that six of the seven members of the Board of Directors have been determined by
us to be “independent directors” under the Marketplace Rules of the NASDAQ Stock
Market LLC. Of these six independent directors, two joined the Board in 2004 and
one in 2009 after a careful selection process. Our Nominating and Governance
Committee, which is comprised solely of independent directors, regularly reviews
our policies governing the qualification and composition of our Board and also
monitors our overall corporate governance program with a view toward making
recommendations to our Board so that such practices, including the staggered
elections of directors, remain in the best interests of us and our stockholders.
In the view of the Board of Directors, it is factors such as these which help
ensure that all of our directors remain accountable to the
stockholders.
Approval
of this stockholder proposal would not automatically eliminate our classified
board structure, which is set forth in our Restated Certificate of
Incorporation. Further action by the Board of Directors, and subsequently the
stockholders, would be required to amend our Restated Certificate of
Incorporation in order to declassify the Board of Directors. Under the Restated
Certificate of Incorporation, a vote of not less than two-thirds of the total
voting power of all outstanding shares of our voting stock would be required for
such an amendment.
RECOMMENDATION
THE
BOARD OF DIRECTORS RECOMMENDS
THAT
THE STOCKHOLDERS VOTE “AGAINST”APPROVAL
OF
THE STOCKHOLDER PROPOSAL
IN
PROPOSAL NO. 3 ON THE PROXY CARD
Unless a contrary indication is made
on the enclosed proxy card, it is the intention of the persons
named
therein to vote AGAINST approval of
the stockholder proposal.
Independent
Auditor Fee Information
Fees Paid to
Warren, Averett,
Kimbrough & Marino, LLC (WAKM) and Holtz Rubenstein Reminick, LLP
(HRR)
In
Fiscal Year 2009
HRR
In
Fiscal Year 2010
HRR and
WAKM
Set out
below are the total fees we incurred for services by WAKM and HRR, our current
and previous independent registered public accounting firms, respectively. For
the fiscal year ended January 31, 2010, we incurred fees by WAKM and HRR; for
the fiscal year ended January 31, 2009, we incurred fees by HRR.
|
|
HRR
|
|
|
HRR
|
|
|
WAKM
|
|
|
|
2009
|
|
|
2010
|
|
|
2010
|
|
Audit
Fees
|
|
$
|
359,100
|
(1)
|
|
$
|
275,991
|
(1)
|
|
$
|
185,401
|
(1)
|
Tax
Preparation Fees
|
|
|
35,000
|
(2)
|
|
|
51,500
|
(2)
|
|
|
—
|
|
All
Other Fees
|
|
|
44,000
|
(3)
|
|
|
8,975
|
(2)
|
|
|
112,251
|
(3)
|
Total
|
|
$
|
438,100
|
|
|
$
|
336,466
|
|
|
$
|
297,652
|
|
(1)
|
Fees
for professional services rendered in connection with the audit of our
annual financial statements in our Forms 10-K, including income tax
provision procedures, the reviews of the financial statements included in
our Forms 10-Q, services related to acquisitions, overseas statutory
audits, consents to Securities and Exchange Commission (the “SEC”)
filings, assistance with review of documents filed with the SEC, and
attestation-related services in connection with Section 404 of the
Sarbanes-Oxley Act of 2002.
|
(2)
|
Fees
for professional services rendered in connection with tax services
including tax compliance, tax advice and tax planning, as
follows:
|
|
a.
|
Tax Compliance/Preparation
Fees:
$35,000 for 2009 and $51,500 for 2010,
representing fees in connection with tax compliance preparation services
including assistance in the preparation of our U.S. federal, state
and local tax returns as well as international subsidiaries returns, tax
audits and appeals, and tax services for employee benefit
plans; and
|
|
b.
|
Tax Consulting
Fees:
The amounts to HRR included in “All Other Fees”,
above for 2009 and 2010, respectively, represent fees in connection with
tax consulting services including tax advice related to an IRS audit,
mergers and acquisitions and restructuring of foreign
operations.
|
(3)
|
Other
fees relating to international tax planning and foreign tax issues mainly
in Brazil and India.
|
The Audit
Committee determined that the rendering of non-audit services by WAKM and HRR
was compatible with maintaining their independence.
Financial
Information Systems Design and Implementation Fees
During
the year ended January 31, 2010, WAKM rendered no professional services to
us in connection with the design and implementation of financial information
systems and during the year ended January 31, 2009, HRR rendered no
professional services to us in connection with the design and implementation of
financial information systems.
Audit
Committee Pre-Approval Policy
In
accordance with applicable laws and regulations, the Audit Committee reviews and
pre-approves any non-audit services to be performed by our independent
registered public accounting firm to ensure that the work does not compromise
their independence in performing their audit services. The Audit
Committee generally also reviews and pre-approves all audit, audit related, tax
and all other fees, as applicable. In some cases, pre-approval is
provided by the full committee for up to a year, and relates to a particular
category or group of services and is subject to a specific budget and SEC rules.
In other cases, the chairman of the Audit Committee has the delegated authority
from the committee to pre-approve additional services, and such pre-approvals
are then communicated to the full Audit Committee at its next
meeting.
AUDIT
COMMITTEE REPORT
The
following is the report of the Audit Committee of the Board of Directors of
Lakeland Industries, Inc., describing the Audit Committee’s responsibilities and
practices, specifically with respect to matters involving Lakeland’s
accounting, auditing, financial reporting and internal control
functions. Among other things, the Audit Committee reviews and discusses
with management and with Lakeland’s independent registered public accounting
firm the results of Lakeland’s year-end audit, including the audit report and
audited financial statements. We, the members of the Audit Committee of the
Board, are presenting this report for the fiscal year ended January 31,
2010.
The Audit Committee acts pursuant to a written charter that was
originally adopted by the Board in 2001. The Nominating and Governance Committee
and the Board consider membership of the Audit Committee annually. The Audit
Committee reviews and assesses the adequacy of its charter annually. The Audit
Committee held five meetings during the fiscal year ended January 31,
2010.
All
members of the Audit Committee are independent directors, qualified to serve on
the Audit Committee pursuant to the applicable Nasdaq Marketplace Rules. In
accordance with its charter, the Audit Committee oversees accounting, financial
reporting, internal control over financial reporting, financial practices and
audit activities of Lakeland and its subsidiaries. The Audit Committee provides
advice, counsel and direction to management and the independent registered
public accounting firm on the basis of the information it receives, discussions
with management and the independent registered public accounting firm, and the
experience of the Audit Committee’s members in business, financial and
accounting matters. The Audit Committee relies, without independent
verification, on the information provided by Lakeland and on the representations
made by management that the financial statements have been prepared with
integrity and objectivity, on the representations of management, and the opinion
of the independent registered public accounting firm that such financial
statements have been prepared in conformity with accounting principles generally
accepted in the United States, or GAAP.
In
connection with its review of Lakeland’s audited financial statements for the
fiscal year ended January 31, 2010, the Audit Committee reviewed and
discussed the audited financial statements with management and discussed with
WAKM Lakeland’s independent registered public accounting firm, the matters
required to be discussed by SAS 114 (Codification of Statements on Auditing
Standards, AU §380). The Audit Committee received the written disclosures and
the letter from WAKM required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) and discussed with
WAKM its independence from Lakeland. The Audit Committee has also considered
whether the provision of certain permitted non-audit services by WAKM is
compatible with their independence.
Based on
the reviews and discussions referred to above, the Audit Committee recommended
to the Board that the audited financial statements be included in Lakeland’s
Annual Report on Form 10-K for its fiscal year ended January 31, 2010,
for filing with the SEC.
During
FY10, the Audit Committee met with management and Lakeland’s independent
registered public accountants and received the results of the audit examination,
evaluations of Lakeland’s internal controls and the overall quality of
Lakeland’s financial organization and financial reporting. The Audit Committee
also meets at least once each quarter with Lakeland’s independent registered
public accountants and management to review Lakeland’s interim financial results
before the publication of Lakeland’s quarterly earnings press releases. The
Audit Committee believes that a candid, substantive and focused dialogue with
the independent registered public accountants is fundamental to the committee’s
responsibilities. To support this belief, the Audit Committee meets separately
with the independent registered public accountants without the members of
management present on at least an annual basis.
The Audit
Committee has established procedures for the receipt, retention and treatment of
complaints received by Lakeland regarding accounting, internal accounting
controls, or auditing matters, including the confidential, anonymous submission
by Lakeland employees, received through established procedures, of concerns
regarding questionable accounting or auditing matters. We have established a
confidential email and hotline for employees to report violations of Lakeland’s
Code of Ethics or other company policies and to report any ethical
concerns.
The
information contained in this report shall not be deemed “soliciting material”
or to be “filed” with the SEC, nor shall such information be incorporated by
reference into any future filing under the Securities Act of 1933, as amended,
(the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), except to the extent that Lakeland specifically incorporates it
by reference into such filing.
Audit
Committee: A. John Kreft (Chairman), John J. Collins, and Eric O.
Hallman
CORPORATE
GOVERNANCE
Director
Independence
Our Board
is currently composed of seven directors. As required under the Marketplace
Rules of the Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of a
Nasdaq listed company’s board of directors must qualify as “independent,” as
affirmatively determined by the Company. Our Board consults with our counsel to
ensure that the Board’s determinations are consistent with all relevant
securities and other laws and regulations regarding the definition of
“independent,” including those set forth in pertinent Nasdaq Marketplace Rules,
as in effect from time to time.
Consistent
with these considerations, after review of all relevant transactions or
relationships with each director, or any of his or her family members, our
executive management and WAKM have affirmatively determined that, other than
Christopher J. Ryan, who is our CEO, President, General Counsel and Secretary,
each member of our Board is an independent director for purposes of the Nasdaq
Marketplace Rules. In making this determination, the Board found that none of
these directors or nominees for director has a direct or indirect material or
other disqualifying relationship with us, which, in the opinion of the Board,
would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. The Board holds executive sessions of its
independent directors when it deems necessary but at least once per year.
Board
and Committee Meetings and Attendance
The Board
has three standing committees: an Audit Committee, a Compensation Committee, and
a Nominating and Governance Committee. Each of these committees operates under a
written charter adopted by the Board. Copies of these charters are available on
our website at
www.lakeland.com
under the headings Financial Information – Corporate Governance and Board
Matters. Board committee charters are also available in print to stockholders
upon request, addressed to the Corporate Secretary, at 701 Koehler Avenue, Suite
7, Ronkonkoma, New York 11779.
The Board held eight meetings during
the fiscal year ended January 31, 2010. Each director attended at least 75% of
the aggregate of the meetings of the Board and of the committees, on which he
served, held during the period for which he was a director or committee member,
respectively. The following table sets forth the standing committees of the
Board, the number of meetings held by each committee and the membership of each
committee currently
..
|
|
|
|
|
|
|
Name
|
|
Audit
|
|
Compensation
|
|
Nominating &
Governance
|
Raymond
J. Smith
|
|
Chairman
of the Board of Directors
|
Christopher
J. Ryan
|
|
—
|
|
—
|
|
—
|
A.
John Kreft
|
|
Chairman
|
|
—
|
|
Member
|
Stephen
Bachelder
|
|
—
|
|
Member
|
|
Chairman
|
Eric
O. Hallman
|
|
Member
|
|
—
|
|
—
|
John
J. Collins
|
|
Member
|
|
Member
|
|
—
|
Duane
Albro
|
|
—
|
|
Chairman
|
|
Member
|
Number
of meetings held in FY10
|
|
5
|
|
1
|
|
2
|
Audit
Committee
Our Audit
Committee currently consists of A. John Kreft (Chairman), Eric O. Hallman and
John J. Collins. The Board annually reviews the definition of independence for
Audit Committee members and has determined that all members of our Audit
Committee are independent (as independence is currently defined under applicable
Nasdaq Marketplace Rules). Our Board has determined that Mr. Kreft is an
“audit committee financial expert,” as such term is defined in applicable rules
and regulations based on, among other things, his MBA in finance from the
Wharton School of Business, 4 ½ years experience with two “Big 4” accounting
firms, 18 years of investment banking/underwriting/advisory services with
several brokerage firms such as Credit Suisse and Alex Brown and 3 years as CEO
of a NASD broker dealer. Mr. Kreft has held 5 levels of security licenses at
various times including General Securities Principal.
The
formal report of our Audit Committee is included in this proxy statement. The
Audit Committee’s responsibilities include, among other things:
|
·
|
the
oversight of the quality of our consolidated financial statements and our
compliance with legal and regulatory
requirements;
|
|
·
|
the
selection, evaluation and oversight of our independent registered public
accountants, including conducting a review of their independence,
determining their fees, overseeing their audit work, and reviewing and
pre-approving any non-audit services that may be performed by
them;
|
|
·
|
the
oversight of annual audit and quarterly reviews, including review of our
consolidated financial statements, our critical accounting policies and
any material related-party transactions and the application of accounting
principles; and
|
|
·
|
the
oversight of financial reporting process and internal controls, including
a review of the adequacy of our accounting and internal controls and
procedures.
|
Compensation
Committee
Our
Compensation Committee currently consists of Duane Albro (Chairman), Stephen
Bachelder and John J. Collins, each of whom is an independent director (as
independence is currently defined under applicable Nasdaq Marketplace Rules).
This proxy statement includes the report of our Compensation Committee and
management’s Compensation Discussion & Analysis, included under the
heading “Executive Compensation” herein, which focuses on executive
compensation. Our Compensation Committee’s role includes setting and
administering the policies governing the compensation of executive officers,
including cash compensation and equity incentive programs, and reviewing and
establishing the compensation of the Chief Executive Officer and other executive
officers. Our Compensation Committee’s principal responsibilities, which have
been authorized by the Board, are:
|
·
|
approving
the compensation for the Chief Executive Officer and other executive
officers (after considering the recommendation of our Chief Executive
Officer with respect to the form and amount of compensation for executive
officers other than the Chief Executive
Officer);
|
|
·
|
approving
the amount of and vesting of equity awards;
and
|
|
·
|
advising
the Board on our compensation and benefits matters, including making
recommendations and decisions where authority has been granted regarding
our restricted stock plan, bonuses and incentive compensation
plans.
|
Our
Compensation Committee does not delegate any of its responsibilities to other
committees or persons. Participation by executive officers in the recommendation
or determination of compensation for executive officers or directors is limited
to (i) recommendations by our Chief Executive Officer to our Compensation
Committee regarding the compensation of executive officers other than himself
and (ii) our Chief Executive Officer’s participation in Board
determinations of compensation for non-employee directors.
Nominating
and Governance Committee
Our
Nominating and Governance Committee currently consists of Stephen Bachelder
(Chairman), A. John Kreft, and Duane Albro, each of whom is an independent
director (as independence is currently defined in the applicable Nasdaq
Marketplace Rules). The purpose of the Nominating and Governance Committee is to
identify, screen and recommend to the Board qualified candidates to serve as
directors, to develop and recommend to the Board a set of corporate governance
principles applicable to Lakeland, and to oversee corporate governance and other
organizational matters. The Nominating and Governance Committee’s
responsibilities include, among other things:
|
·
|
reviewing
qualified candidates to serve as
directors;
|
|
·
|
aiding
in attracting qualified candidates to serve on the
Board;
|
|
·
|
considering,
reviewing and investigating (including with respect to potential conflicts
of interest of prospective candidates) and either accepting or rejecting
candidates suggested by our stockholders, directors, officers, employees
and others;
|
|
·
|
recommending
to the full Board nominees for new or vacant positions on the Board and
providing profiles of the qualifications of the
candidates;
|
|
·
|
monitoring
our overall corporate governance and corporate compliance
program;
|
|
·
|
reviewing
and adopting policies governing the qualification and composition of the
Board;
|
|
·
|
recommending
remuneration for non-employee Board
members;
|
|
·
|
reviewing
and making recommendations to the Board regarding Board structure,
including establishing criteria for committee membership, recommending
processes for new Board member orientation, and reviewing and monitoring
the performance of incumbent
directors;
|
|
·
|
recommending
to the Board action with respect to implementing resignation, retention
and retirement policies of the
Board;
|
|
·
|
reviewing
the role and effectiveness of the Board, the respective Board committees
and the directors in our corporate governance
process; and
|
|
·
|
reviewing
and making recommendations to the Board regarding the nature and duties of
Board committees, including evaluating the committee charters,
recommending appointments to committees, and recommending the appropriate
chairperson for the Board.
|
Director
Nomination Procedures
The Nominating and
Governance Committee will consider director candidates recommended by
stockholders. In considering candidates submitted by stockholders, the
Nominating and Governance Committee will take into consideration the needs of
the Board and the qualifications of the candidate. The Nominating and Governance
Committee may also take into consideration the number of shares held by the
recommending stockholder and the length of time that such shares have been held.
To have a candidate considered by the Nominating and Governance Committee, a
stockholder must submit the recommendation in writing and must include the
following information:
|
·
|
the
name of the stockholder and evidence of the person’s ownership of our
stock, including the number of shares owned and the length of time of
ownership;
|
|
·
|
the
name of the candidate, the candidate’s written detailed resume and a
listing of his or her qualifications to be a director of the
company; and
|
|
·
|
the
written consent of the proposed candidate to be named as a nominee and to
serve as a director if elected.
|
The
stockholder recommendation and information described above must be sent to the
Corporate Secretary at 701 Koehler Avenue, Suite 7, Ronkonkoma, New York 11779
and must be delivered to, or mailed and received by the Corporate Secretary not
earlier than the one hundred fiftieth (150
th
)
calendar day, and not later than the close of business on the one hundred
twentieth (120
th
)
calendar day, prior to the first anniversary of the immediately preceding year’s
Annual Meeting of Stockholders.
The
Nominating and Governance Committee believes that the minimum qualifications for
serving as a director are that a nominee demonstrate, by significant
accomplishment in his or her field, an ability to make a meaningful contribution
to the Board’s oversight of the business and affairs of Lakeland and have an
impeccable record and reputation for honest and ethical conduct in both his or
her professional and personal activities. In addition, the Nominating and
Governance Committee examines a candidate’s specific experiences and skills,
relevant industry background and knowledge, time availability in light of other
commitments, potential conflicts of interest, interpersonal skills and
compatibility with the Board, and independence from management and the company.
The Nominating and Governance Committee also seeks to have the Board represent a
diversity of backgrounds and experience. The Nominating and Governance Committee
does not assign specific weights to particular criteria and no particular
criterion is necessarily applicable to all prospective nominees. The
Nominating and Governance Committee believes that the backgrounds and
qualifications of the directors, considered as a group, should provide a
composite mix of experience, knowledge and abilities that will allow the Board
to fulfill its responsibilities.
The
Nominating and Governance Committee identifies potential nominees through
independent research and through consultation with current directors and
executive officers and other professional colleagues. The Nominating and
Governance Committee looks for persons meeting the criteria above, and takes
note of individuals who have had a change in circumstances that might make them
available to serve on the Board — for example, retirement as a Chief
Executive Officer or Chief Financial Officer of a company. The Nominating and
Governance Committee also, from time to time, may engage firms that specialize
in identifying director candidates. As described above, the Nominating and
Governance Committee will also consider candidates recommended by
stockholders.
Once a
person has been identified by the Nominating and Governance Committee as a
potential candidate, the committee may collect and review publicly available
information regarding the person to assess whether the person should be
considered further. If the Nominating and Governance Committee determines that
the candidate warrants further consideration by the committee, the Chairman or
another member of the committee contacts the person. Generally, if the person
expresses a willingness to be considered and to serve on the Board, the
Nominating and Governance Committee requests a resume and other information from
the candidate, reviews the person’s accomplishments and qualifications,
including in light of any other candidates that the committee might be
considering. The Nominating and Governance Committee may also conduct one or
more interviews with the candidate, either in person, telephonically or both. In
certain instances, Nominating and Governance Committee members may conduct a
background check, may contact one or more references provided by the candidate
or may contact other members of the business community or other persons that may
have greater first-hand knowledge of the candidate’s accomplishments. The
Nominating and Governance Committee’s evaluation process does not vary based on
whether or not a candidate is recommended by a stockholder, although, as stated
above, the committee may take into consideration the number of shares held by
the recommending stockholder and the length of time that such shares have been
held.
Stockholder
Communications with Directors
The Board
has established a process to receive communications from stockholders.
Stockholders may contact any member (or all members) of the Board by mail. To
communicate with the Board, any individual director or any group or committee of
directors, correspondence should be addressed to the Board or any such
individual director or group or committee of directors by either name or title.
All such correspondence should be sent c/o Corporate Secretary, 701 Koehler
Avenue, Suite 7, Ronkonkoma, New York 11779.
All
communications received as set forth in the preceding paragraph will be opened
by the office of our Corporate Secretary for the sole purpose of determining
whether the contents represent a message to our directors. Any contents that are
not in the nature of advertising, promotions of a product or service, or
patently offensive material will be forwarded promptly to the addressee. In the
case of communications to the Board or any group or committee of directors, the
Corporate Secretary’s office will make sufficient copies of the contents to send
to each director who is a member of the group or committee to which the envelope
is addressed.
Director
Attendance at Annual Stockholder Meetings
We expect
that each of our directors attend our Annual Stockholder Meetings, as provided
in our Corporate Governance Guidelines. All of our directors were in attendance
at the June 17, 2009 Annual Meeting of Stockholders.
Corporate
Governance Guidelines and Practices
We are committed to good
corporate governance practices and as such we have adopted formal Corporate
Governance Guidelines. A copy of the Corporate Governance Guidelines may be
found on our website at
www.lakeland.com
under the headings Financial Information – Corporate Governance and Board
Matters. Below are some highlights of our corporate governance guidelines and
practices:
|
o
|
Board Independence
.
We believe
that the Board should be comprised of a substantial majority of
independent directors and that no more than two management executives may
serve on the Board at the same time. Currently, the Board has seven
directors, six of whom are independent directors under the applicable
Nasdaq Marketplace Rules and only one who is an active member of
management.
|
|
o
|
Board Committees
.
All of our
Board committees consist entirely of independent directors as defined
under the applicable Nasdaq Marketplace
Rules.
|
|
o
|
Chairman, CEO and Lead
Independent Director
.
The Board
separated the positions of Chairman of the Board and Chief Executive
Officer in 2003, and elected Christopher J. Ryan as President and Chief
Executive Officer. Raymond Smith continues to hold the position of
Chairman of the Board. Separating these positions allows the chief
executive officer to focus on day-to-day business, while allowing the
Chairman of the Board to lead the Board in its fundamental role of
providing advice to, and independent oversight of, management. The Board
recognizes the time, effort, and energy that the Chief Executive Officer
is required to devote to his position in the current business environment,
as well as the commitment required to serve as Chairman, particularly as
the Board’s oversight responsibilities continue to grow. While the company
bylaws and corporate governance guidelines do not require that the
Chairman and Chief Executive Officer positions be separate, the Board
believes that having separate positions is the appropriate leadership
structure for the Company at this time and demonstrates its commitment to
good corporate governance.
|
|
o
|
Executive Session of
Independent Directors
.
The
Board’s current practice is to hold an executive session of its
independent directors at least once a year. In FY2010, the independent
members of our Board met in executive session three
times.
|
|
o
|
Independent
Advisors
.
The Board
and each committee has the power to hire independent legal, financial or
other advisors at any time as they deem necessary and appropriate to
fulfill their Board and committee
responsibilities.
|
|
o
|
Directors Are Subject to our
Code of Conduct
.
Board
members must act at all times in accordance with the requirements of our
Code of Conduct. This obligation includes adherence to our policies with
respect to conflicts of interest, ethical conduct in business dealings and
respect for and compliance with applicable law. Any requested waiver of
the requirements of the Code of Conduct with respect to any individual
director or executive officer must be reported to, and subject to, the
approval of the Board, or the Audit
Committee.
|
|
o
|
Board Engagement
.
The Board
has regularly scheduled presentations from our finance, products, sales
and marketing departments. The Board’s annual agenda also includes, among
other items, the long-term strategic plan for us as well as management
succession planning.
|
|
o
|
No Corporate Loans
.
Our stock
plans and practices prohibit us from making corporate loans to employees
for the exercise of stock options or for any other
purpose.
|
|
o
|
New Director
Orientation
.
New
directors are provided with orientation information designed to
familiarize new directors with our businesses, strategies and challenges,
and to assist new directors in developing and maintaining the skills
necessary or appropriate for the performance of their
responsibilities.
|
Code
of Ethics
The Board
adopted our Code of Ethics on December 1, 2000 that applies to all officers,
directors and employees. The Code of Ethics is available on our website at
www.lakeland.com
under the headings Financial Information – Corporate Governance and Board
Matters. Amendments to, and waivers from, the Code of Ethics will be
disclosed at the same website address provided above and in such filings as may
be required pursuant to applicable law or listing standards. We intend to
satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding
certain amendments to, or waivers from a provision of this code of ethics by
posting such information on our website at
www.lakeland.com
under the headings Financial Information – Corporate Governance and Board
Matters.
Whistleblower
Procedures
In
accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee has
established procedures for the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls or auditing matters and for
the confidential, anonymous submission by our employees of concerns regarding
accounting or auditing matters. We have established a confidential email and
hotline for employees to report violations of our Code of Ethics or other
company policy and to report any ethical concerns.
Director
and Executive Officer Stock Transactions
Under the
regulations of the SEC, directors and executive officers are required to file
notice with the SEC within two (2) business days of any purchase or sale of the
Company’s stock. Information on filings made by any of our directors or
executive officers can be found on the Company’s website at
www.lakeland.com
under the headings Financial Information – All SEC Filings.
EXECUTIVE
OFFICERS
Our
Executive Officers are appointed by our Board and serve at its discretion. Set
forth below is information regarding our current Executive
Officers:
Name
|
|
Position
|
|
Age
|
Christopher
J. Ryan
|
|
Chief
Executive Officer, President, General Counsel and
Secretary
|
|
58
|
Gregory
Willis
|
|
Executive
Vice President
|
|
53
|
Gary
Pokrassa
|
|
Chief
Financial Officer
|
|
62
|
Paul
Smith
|
|
Vice
President, Sales
|
|
42
|
Charles
Roberson
|
|
Vice
President, International Sales
|
|
47
|
Gregory
Pontes
|
|
Vice
President, Manufacturing
|
|
49
|
Phillip
Willingham
|
|
Vice
President, MIS
|
|
52
|
Biographical
information regarding our Executive Officers can be found in our Annual Report
on Form 10-K for the fiscal year ended January 31, 2010.
EXECUTIVE
OFFICER COMPENSATION
We
currently qualify as a “smaller reporting company” as such term is defined in
Rule 405 of the Securities Act of 1933, as amended, and Item 10 of Regulation
S-K. Accordingly, and in accordance with relevant Securities and
Exchange Commission rules and guidance, we have elected, with respect to the
disclosures required by Item 402 (Executive Compensation) of Regulation S-K, to
comply, in some cases, with the requirements applicable to larger companies and,
in other cases, with the disclosure requirements applicable to smaller reporting
companies. The following Executive Compensation Overview is not
comparable to the “Compensation Discussion and Analysis” that is required of SEC
reporting companies that are not smaller reporting companies.
Executive
Compensation Overview
Compensation Committee.
The
Compensation Committee of the board of directors (the “Committee”) assists the
board of directors of the Company in discharging its responsibilities relating
to compensation of the Company’s executive officers and supervision of the
Company’s restricted stock and 401-(K) Plans. The Committee reports to the board
of directors and is responsible for:
|
§
|
Developing
guidelines for, and reviewing the compensation and performance of, the
Company’s executive officers;
|
|
§
|
Evaluating
the executive officers’ performance in light of these goals and
objectives; and
|
|
§
|
Making
recommendations to the board of directors regarding the management
contracts of executive officers when they are proposed or
renewed.
|
The
Committee also is responsible for approving the compensation of the Chief
Executive Officer.
Compensation Philosophy and
Objectives
.
The
Company seeks to pay its executive officers total compensation that is
competitive with other companies of comparable size and complexity. Generally,
the types of compensation and benefits provided to the Chief Executive Officer
and other executive officers are comparable to those provided to other executive
officers of small cap, publicly-traded and similarly sized companies in the
industry in which the Company operates.
The
compensation policies of the Company are designed to:
|
§
Increase
stockholder value;
|
|
§
Increase the
overall performance of the Company;
|
|
§
Attract, motivate
and retain experienced and qualified executives;
and
|
|
§
Incentivize the
executive officers to achieve the highest level of Company financial
performance.
|
While the
Company seeks to maintain competitive compensation arrangements for its
executives, it also strongly believes that the competitiveness of the
compensation packages should be based on the total compensation achievable by
the executive officers and that a portion of that compensation should be linked
to the performance of the Company. Accordingly, the executive compensation
packages provided to the Chief Executive Officer and the other executive
officers are structured to include, among other things and in addition to base
salary and benefits, equity incentives. A reasonable portion of the compensation
packages for executive officers is in the form of restricted stock grants, which
are intended to provide incentives to executive officers to achieve long-term
growth in the price of the Company’s common stock and additional annual cash
bonus opportunities, which are intended to reward executive officers for meeting
annual financial performance goals. Overall compensation levels are set such
that, for executive officers to achieve a competitive compensation level, there
must be both growth in the market price of the Company’s common stock and growth
in the Company’s earnings and revenues at rates that equal or exceed the recent
growth rate of the Company’s earnings and revenues. The determination
that such goals have been met and merit pay-outs pursuant to the incentive
portion of the overall compensation rests with the Committee.
The
Committee believes that executive officer compensation should seek to align the
interests of executives with those of the Company’s stockholders, by seeking to
reward long-term growth (not short-term) in the value of the Company’s common
stock and to reward the achievement of annual financial goals by the Company.
The incentive components of compensation restricted stock grants and annual cash
bonuses for executive officers are linked to corporate financial performance as
well as individual goals. This is intended to keep the executive team focused on
the core goal of overall long-term corporate performance.
When
setting or recommending compensation levels, the Committee considers the overall
performance of the Company, the individual performance of each of the executive
officers, and their individual contributions to and ability to influence the
Company’s performance, and also seeks to encourage teamwork amongst the
executives. The Committee believes that the level of total compensation,
including base salary, bonus, restricted stock grants and benefits of executives
should generally be maintained to compete with other public and private
companies of comparable size and complexity. The Committee bases its
determinations on a variety of factors, including the personal knowledge of
market conditions that each member of the Committee has gained in his own
experience managing businesses, salary surveys available to the Company, the
knowledge of the Chief Executive Officer and other executives as to local market
conditions, and information learned regarding the compensation levels at other
small cap companies in the industrial apparel industry and other similarly sized
businesses. The Committee periodically evaluates the types and levels of
compensation paid by the Company to ensure that it is able to attract and retain
qualified executive officers and that their compensation remains comparable to
compensation paid to similarly situated executives in comparable
companies.
The
following describes in more specific terms the elements of compensation that
implement the compensation philosophy and objectives described above, with
specific reference to compensation earned by the named executive officers for
the fiscal year ended January 31, 2010.
Base Salaries
. The base salary
of each of our named executive officers is fixed pursuant to the terms of their
respective employment agreements with us at the time a person initially becomes
an executive officer by evaluating the responsibilities of the position, the
experience and knowledge of the individual and the competitive marketplace at
that time for executive talent, including a comparison to base salaries for
comparable positions (considered in the context of the total compensation paid
by such companies). Salaries are reviewed from time to time thereafter,
generally in connection with the expiration of employment agreements or when
other considerations warrant such review in the discretion of the Committee and
Board of Directors, considering the foregoing factors as well as the executive’s
performance and the other factors considered in setting total compensation
described above.
When
salary adjustments are considered, they are made in the context of the total
compensation for executive officers, consistent with the core principles
discussed earlier in this Compensation Discussion and Analysis, included under
the header “Executive Compensation” herein. In each case, the participants
involved in recommending and approving salary adjustments consider the
performance of each executive officer, including consideration of new
responsibilities and the previous year’s corporate performance. Individual
performance evaluations take into account such factors as achievement of
specific goals that are driven by the Company’s strategic plan and attainment of
specific individual objectives. The factors impacting base salary levels are not
assigned specific weights but are considered as a totality, against the backdrop
of the Company’s overall compensation philosophy, and salary adjustments are
determined in the discretion of the Committee and the board of directors. The
majority of base salaries paid in FY10 were set in prior years; except for an 8%
reduction in officer base salary as of February 2009, no other base salary
adjustments were made in FY10, for those executive officers under
contract
Bonuses
. The Company has
historically made its annual bonuses eligible for executive officers based on
corporate performance, as measured by reference to factors which the Committee
believes reflect objective performance criteria over which management generally
has the ability to exert some degree of control. For each of our named executive
officers, all cash bonuses are at the discretion of the Committee, when formulas
are set.
Restricted Stock Grants
. A
third component of executive officers’ compensation is grants of Restricted
Shares of common stock issued pursuant to The 2009 Equity Plan approved by the
Company’s stockholders in June 2009. The Committee or the full Board of
Directors grants restricted stock to the Company’s executives in order to align
their interests with the interests of the stockholders. In the fiscal
year ended January 31, 2010, 8,000 options were granted to the Company’s
directors; however no options to executive officers were
made. Restricted stock grants are considered by the Company to be an
effective long-term incentive because the executives’ gains are linked to
increases in stock value, which in turn provides stockholder gains. Restricted
stock was granted to executive officers in accordance with the terms of The 2009
Equity Plan. The full benefit of the restricted stock grants is realized only as
a result of appreciation of the stock price in future periods, thus providing an
incentive to create value for the Company’s stockholders through appreciation of
stock price. The restricted stock granted to executive officers “cliff” vest at
the end of three years, which the Company believes makes the grants a more
effective retention incentive.
Restricted
stock grants made to the executive officers in the fiscal year ended January 31,
2010 reflected the significant individual contributions the Committee expects
the executive officers will make to the Company’s operations and implementation
of the Company’s development and growth programs, and the amounts of such grants
were determined based on the same considerations discussed above in the context
of setting salaries and annual bonuses. The number of shares of restricted stock
granted is not tied to a formula or comparable company target ranges, but rather
determined at the end of the three-year performance period in the discretion of
the Committee and the Board of Directors consistent with the compensation
philosophy described above. At the end of the three-year performance
period, the determined number of shares (baseline, maximum or zero) will then
vest.
Setting Executive
Compensation
.
Base salaries and other compensation for the Chief Executive Officer and other
executive officers are set by the Committee and reflect a number of elements
including recommendations by Mr. Ryan as to the other executive officers
based on evaluation of their performance and the other factors described above.
The Committee works closely with Mr. Ryan in establishing compensation
levels for the other executive officers. Mr. Ryan and the individual
executive typically engage in discussions regarding the executive’s salary, and
Mr. Ryan reports on such discussions and makes his own recommendations to
the Committee. The Committee will separately discuss with Mr. Ryan any
proposed adjustment to his own compensation. The Committee reports to the Board
of Directors on all proposed changes in executive compensation, after it has
formed a view on appropriate adjustments, and makes recommendations for
consideration of the Board for the Chief Executive Officer and the other
executive officers. The Committee considers such recommendations and,
thereafter, sets the compensation level for Mr. Ryan, and for the other
executive officers. Salary levels and other aspects of compensation for
executive officers historically have been set forth in employment agreements
having terms of two to three years.
The
Committee is charged with the responsibility for approving the compensation
package for the Chief Executive Officer. The Chief Executive Officer is not
present during voting or deliberation on his performance or
compensation.
The Board
of Directors or the Committee can exercise the right to modify any recommended
adjustments or awards to the executive officers.
Retirement Benefits
.
The Company does not
provide any retirement benefits to its executive officers, other than matching a
portion of employee contributions to a 401-(K) plan. In August 2009,
the Company suspended the 401-(K) company match.
Employment Agreements
. The
Company currently enters into employment agreements with its executive officers
because it generally believes that, in respect of key executive officers, there
is a significant value in its competitive markets to setting out compensation
and benefit expectations in writing, maintaining appropriate non-competition,
non-solicitation of employees and confidentiality agreements with key
executives, and agreeing in advance on post-termination payments and other
obligations. These employment agreements are described in more detail under the
caption “Employment Agreements.”
Taxation and Accounting
Matters
.
The
Committee considers the deductibility of executive compensation under
Section 162(m) of the Internal Revenue Code, which provides that the
Company may not deduct compensation of more than $1,000,000 that is paid to
certain individuals. Generally, the Company is certain that compensation paid to
its executive officers will be fully deductible for federal income tax purposes.
However, in certain situations, the Company may approve compensation that will
not meet these requirements in order to ensure competitive levels of total
compensation for its executive officers.
SUMMARY
COMPENSATION TABLE
The table below sets forth all
salary, bonus and other compensation paid to our chief executive officer, chief
financial officer and each of our three highest paid executive officers other
than the chief executive officer and chief financial officer (our “Named
Executive Officers”) for the fiscal years ended January 31, 2010, 2009,
and 2008:
Name and
Principal
Position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive
Plan
Compen-
sation
($)
|
|
|
Change in
Pension
Value and
Non-
qualified
Deferred
Compen-
sation
Earnings
($)
|
|
|
All other
Compensation
($)
|
|
|
Total
Compensation
($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
J. Ryan
|
|
2010
|
|
$
|
368,000
|
|
|
$
|
19,320
|
|
|
$
|
230,122
|
(7)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
33,175
|
(3)
|
|
$
|
648,277
|
|
CEO
|
|
2009
|
|
$
|
400,000
|
|
|
|
—
|
(2)
|
|
$
|
38,792
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
30,835
|
|
|
$
|
469,627
|
|
|
|
2008
|
|
$
|
400,000
|
|
|
|
—
|
(2)
|
|
$
|
38,792
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
33,335
|
|
|
$
|
472,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary
Pokrassa
|
|
2010
|
|
$
|
207,000
|
|
|
|
—
|
|
|
$
|
158,645
|
(8)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
14,585
|
(4)
|
|
$
|
380,230
|
|
CFO
|
|
2009
|
|
$
|
223,170
|
|
|
|
—
|
|
|
$
|
29,906
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
19,378
|
|
|
$
|
272,454
|
|
|
|
2008
|
|
$
|
208,015
|
|
|
|
—
|
|
|
$
|
23,613
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
16,447
|
|
|
$
|
248,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
D. Willis Executive VP
|
|
2010
|
|
$
|
184,000
|
|
|
|
—
|
|
|
$
|
128,216
|
(9)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
214,408
|
(5)
|
|
$
|
526,624
|
|
|
|
2009
|
|
$
|
200,000
|
|
|
|
—
|
|
|
$
|
32,351
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
296,640
|
|
|
$
|
528,991
|
|
|
|
2008
|
|
$
|
200,000
|
|
|
|
—
|
|
|
$
|
25,005
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
236,963
|
|
|
$
|
461,968
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harvey
Pride Jr.
|
|
2010
|
|
$
|
202,400
|
|
|
$
|
6,440
|
|
|
$
|
129,982
|
(11)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
12,938
|
(12)
|
|
$
|
351,760
|
|
Sr.
VP Mfg.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
C. Smith Vice President
|
|
2010
|
|
$
|
119,600
|
|
|
|
—
|
|
|
$
|
83,248
|
(10)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
81,504
|
(6)
|
|
$
|
284,352
|
|
|
|
2009
|
|
$
|
130,000
|
|
|
|
—
|
|
|
$
|
13,712
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
169,071
|
|
|
$
|
312,783
|
|
|
|
2008
|
|
$
|
130,000
|
|
|
|
—
|
|
|
$
|
10,918
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
126,772
|
|
|
$
|
267,690
|
|
(1)
|
The
amounts shown in this column represent the aggregate grant date fair value
for grants made in FY10 and the dollar amounts recognized as an expense by
us for financial statement reporting purposes in the fiscal years ended
January 31, 2009 and 2008 as expense as determined pursuant to
SFAS 123(R). See Note 1 to the Consolidated Financial Statements included
in our Form 10-K for the fiscal year ended January 31, 2010 for a
discussion of the relevant assumptions used in calculating grant date fair
value pursuant to SFAS
123(R).
|
(2)
Mr.
Ryan voluntarily declined any bonus for FY08 and FY09.
(3)
|
Includes
$26,425 in life and disability insurance premiums paid by us, use of a
company owned vehicle, and a $6,750 matching 401-(K)
contribution.
|
(4)
|
Includes
$1,628 in life insurance and disability insurance premiums paid by us,
$9,000 in automobile allowance and a $3,957 matching 401(k)
contribution.
|
(5)
|
Includes
$198,658 in sales commissions, $9,000 in automobile allowance and a $6,750
matching 401-(K) contribution.
|
(6)
|
Includes
$75,951 in sales commissions, $1,587 in automobile allowance and a $3,966
matching 401-(K) contribution.
|
(7)
|
Includes
$15,754 as bonus in restricted
stock
|
(8)
|
Includes
$34,345 as bonus in restricted
stock
|
(9)
|
Includes
$0 as bonus in restricted stock
|
(10)
|
Includes
$0 as bonus in restricted stock
|
(11)
|
Includes
$8,586 as bonus in restricted stock
|
(12)
|
Includes
$1,666 in life and disability insurance premiums paid by us, $9,346
automobile allowance, and a $1,926 matching 401-(K)
contribution.
|
GRANTS
OF PLAN – BASED AWARDS
The
following table set forth information for the fiscal year ended January 31, 2010
regarding all grants of plan-based awards made to our Named Executive Officers
under our incentive plans.
Name
|
|
Grant Date
|
|
Estimated
Future
Payouts
Under
Equity
Incentive
Plan
Awards
($)
|
|
All Other
Stock
Awards
Number
of Shares
of Stock
or Units
(#)
|
|
All other
Option
Awards;
Number of
Securities
Underlying
Options (#)
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
|
|
|
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
J. Ryan
|
|
June
2009
|
|
$
|
214,368
|
|
|
|
|
|
|
|
|
CEO
|
|
March
2009
|
|
|
15,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary
Pokrassa
|
|
June
2009
|
|
$
|
124,300
|
|
|
|
|
|
|
|
|
CFO
|
|
March
2009
|
|
|
34,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
D. Willis
Exec.
VP
|
|
June
2009
|
|
$
|
128,216
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harvey
Pride, Jr.
|
|
June
2009
|
|
$
|
121,396
|
|
|
|
|
|
|
|
|
Sr.
VP Mfg.
|
|
March
2009
|
|
|
8,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
Smith
V.P.
Sales
|
|
June
2009
|
|
$
|
83,248
|
|
|
|
|
|
|
|
|
NARRATIVE
TO SUMMARY COMPENSATION TABLE AND PLAN-BASED AWARDS TABLE
Employment
Agreements
Christopher J.
Ryan
serves as Chief Executive Officer, President, General Counsel, and
Secretary of the Company. He also serves as President and Chief
Operating Officer or Director and Secretary/Assistant Secretary of all of the
Company’s subsidiaries. Pursuant to Mr. Ryan’s contract with the
Company, which commenced on April 16, 2010 and will expire on April 16, 2015, he
was paid an annual base salary at the rate of $368,000 in FY10. He
has received no stock option grants since FY01, but is eligible for incentive
cash bonuses based upon increases in earning per share set by the Compensation
Committee and participates in benefit plans and other benefits available to all
other senior executives. These benefits include health coverage,
disability and life insurance, 401-(K) plan contribution, a mobile phone and the
use of a company vehicle. The premium payments for disability and life coverage
($26,425) and 401-(K) plan matching contribution ($6,750) totaled $33,175 in
FY10. Mr. Ryan voluntarily declined any bonuses for FY08 and FY09. Mr. Ryan has
a contractual bonus for FY09 based on $3,000 per each penny of EPS over $0.70,
subject to certain limitations, thus, a bonus of $42,000 for FY09 was paid in
FY10. Mr. Ryan has agreed to an 8% reduction of this bonus along with all
compensation for a temporary period, and in March 2009 has elected to receive
one half of this bonus in stock pursuant to the Company’s Bonus in Stock Plan
pursuant to the 2006 Equity Incentive Plan. Mr. Ryan also participates in The
2009 Equity Plan. All restricted stock under this plan is awarded on a baseline
or maximum basis, at the discretion of the independent Compensation Committee,
and has been held at threshold for the last 2 fiscal
years.
Potential
payments to Mr. Ryan in connection with any termination or change of control are
discussed on page 26.
Gregory
Willis
serves as our Executive Vice President. Pursuant to Mr.
Willis' employment contract with the Company, the term of which commenced on May
1, 2009 and which expires on April 30, 2011, Mr. Willis was paid a base salary
of $184,000 for FY10. He received no grants of stock options in
FY09. Pursuant to his employment agreement, Mr. Willis is entitled to
commissions in the form of sales overrides on various products that he directly
oversees and in FY10, Mr. Willis received $198,658 in such
overrides. Mr. Willis participates in benefit plans and other
benefits available to
all other senior executives. He received 401(K) matching contributions ($6,750)
and a car allowance ($9,000) which totaled $15,750. Mr. Willis also participates
in The 2009 Equity Plan. All restricted stock under this plan is
awarded on a baseline or maximum basis, at the total discretion of the
Compensation Committee.
Potential
payments to Mr. Willis in connection with any termination or change of control
are discussed on page 27.
Paul C.
Smith
,
the son
of Raymond J. Smith, the Chairman of the Board, serves as a Vice President of
the Company. Pursuant to a contract dated April 4, 2009 Mr. Smith’s
employment is for a two year period which commenced May 1, 2009 and expires on
April 30, 2011.
Mr. Smith
receives an annual base salary at the rate of $119,600 and participates in
benefit plans and other benefits available to all other senior
executives. Mr. Smith received no grants of stock options in
FY10. Pursuant to his employment contract, Mr. Smith is entitled to
receive sales overrides on various products and earned $75,951 in sales
commissions in FY10. Mr. Smith receives, to the extent eligible, health
coverage, 401(K) plan matching contributions ($3,966), and the use of a company
vehicle. Mr. Smith participates in benefit plans and other
benefits available to
all other senior executives. Mr. Smith also participates in The 2009 Equity
Plan.
Potential
payments to Mr. Smith in connection with any termination or change of control
are discussed on page 27.
Gary
Pokrassa
serves as the Chief
Financial Officer of the Company. Pursuant to his contract with the Company
which commenced on January 31, 2010 and will expire on January 31, 2012, he is
paid an annual base salary at the annual rate of $225,000, but reduced by the 8%
reduction to $207,000. He received no stock option grants during FY10. Mr.
Pokrassa received health coverage, disability and life insurance, 401(k) plan
matching contributions ($3,957), and a car allowance ($9,000) totaling $14,585
in FY10. His annual bonus is at the discretion of the Compensation
Committee. Mr. Pokrassa has a contractual bonus for FY09 based on
$2,000 per each penny of EPS over $0.70, subject to certain limitations. Thus,
Mr. Pokrassa has earned a bonus of $34,345 which was paid in FY10 and in March
2009 elected to receive this entire bonus in stock pursuant to the 2006 Equity
Incentive Plan. Mr. Pokrassa also participates in The 2009 Equity Plan. All
performance based restricted stock under this plan is awarded on a baseline or
maximum basis, at the total discretion of the Compensation Committee.
Potential
payments to Mr. Pokrassa in connection with termination or change of control are
discussed on page 27.
OUTSTANDING
EQUITY AWARDS AT JANUARY 31, 2010
The
following table sets forth information with respect to outstanding equity-based
awards at January 31, 2010 for our named executive officers.
|
|
Option
Awards
|
|
|
Stock
Awards
|
|
Name
(a)
|
|
Number of
Securities
Underlying
Un-exercised
Options (#)
Exercisable
(b)
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercised
(c)
|
|
|
Equity
Incentive
Plan Awards
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d)
|
|
|
Option
Exercise
Price ($)
(e)
|
|
|
Option
Expiration
Date
(f)
|
|
|
Number
of
Shares
or Units
of Stock
that
have
not
Vested
(#)
(2)
(g)
|
|
|
Market
Value of
Shares or
Units of
Stock
that have
not
Vested
($)
(h)
|
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that have
not
Vested
(#)
(1)
(i)
|
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout of
Unearned
Shares,
Units or
Other
Rights that
have not
Vested
($)
(1)
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
J. Ryan
CEO
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,991
|
|
|
$
|
42,174
|
|
|
|
26,796
|
|
|
$
|
226,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary
Pokrassa CFO
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,156
|
|
|
$
|
60,468
|
|
|
|
15,538
|
|
|
$
|
131,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
D. Willis Executive VP
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
0
|
|
|
|
0
|
|
|
|
16,027
|
|
|
$
|
135,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harvey
Pride, Jr.
Sr.
VP Mfg.
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,664
|
|
|
$
|
14,061
|
|
|
|
15,538
|
|
|
$
|
131,292
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul
C. Smith VP
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,308
|
|
|
$
|
11,053
|
|
|
|
10,406
|
|
|
$
|
87,931
|
|
(1)
|
Number
of shares and grant date fair values reflect the maximum number of
performance shares.
|
(2)
|
Number of unvested shares granted
and outstanding at January 31, 2010 pursuant to matching program and bonus
in stock plan pursuant to 2006 and the 2009 Equity
Plans.
|
OPTION
EXERCISES AND STOCK VESTED TABLE
The
following table sets forth certain information regarding exercise of options and
vesting of restricted stock held by our named executive officers during the year
ended January 31, 2010.
|
|
Options Awards
|
|
|
Stock Awards
|
|
|
|
(#) of shares
Acquired on
Exercise
|
|
|
($) Realized
on Exercise
|
|
|
(#) of Shares
Acquired on
Vesting
|
|
|
($) Realized on
Vesting
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher
J. Ryan, CEO
|
|
|
—
|
|
|
|
—
|
|
|
|
5,369
|
(1)
|
|
$
|
42,944
|
|
Gary
Pokrassa, CFO
|
|
|
—
|
|
|
|
—
|
|
|
|
3,262
|
(2)
|
|
$
|
25,771
|
|
Gregory
D. Willis, Exec. V.P.
|
|
|
—
|
|
|
|
—
|
|
|
|
3,966
|
(3)
|
|
$
|
31,563
|
|
Raymond
J. Smith, Chairman
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Paul
C. Smith, V.P.
|
|
|
—
|
|
|
|
—
|
|
|
|
1,424
|
(4)
|
|
$
|
11,376
|
|
(1)
Net of
3,819 shares returned in lieu of withholding taxes
(2)
Net of
2,305 shares returned in lieu of withholding taxes
(3)
Net of
2,016 shares returned in lieu of withholding taxes
(4)
Net of
1,082 shares returned in lieu of withholding taxes
POTENTIAL
PAYMENTS UPON TERMINATION
OR
CHANGE
IN CONTROL PROVISIONS
Christopher J.
Ryan
Under the terms of his employment agreement, Mr.
Ryan may terminate his employment agreement for “good reason”, including the
Company’s failure after 30 days written notice to perform or observe any of the
material terms or provisions of the employment agreement or a material reduction
in the scope of Mr. Ryan’s responsibilities and duties. In addition,
Mr. Ryan may terminate his agreement for “good reason” if, in the event of a
“Triggering Event” (essentially a change of control), any successor to the
Company fails to expressly assume and agree to perform the Company’s then
current obligations under Mr. Ryan’s then current employment agreement. A change
of control is defined as (i) the acquisition by any individual, entity or group
of more than 21% of the voting power of the company’s voting securities, (ii)
individuals who constituted the board (and those board members approved by those
individuals) at the time of entering into the contract fail to constitute at
least a majority of the board, and (iii) a liquidation of the Company, a sale of
substantially all of the Company’s assets or a sale of more than 21% of the then
outstanding voting power of the Company’s securities (subject to certain
exceptions). If Mr. Ryan is terminated without cause or Mr. Ryan
terminates for “good reason”, the Company is obligated to pay him, within 30
days, (a) his annual base salary and target bonus as of the date of termination
and (b) his base salary and current target bonus as though he had remained in
the Company’s employ until the contract expiration date (April 16,
2015). The Company may elect to make the balance of such payments
then remaining in a lump sum discounted to present value. In addition, Mr. Ryan
would be entitled to a continuation of his medical and health benefits for a
period of two years beginning on the date of termination.
The
Company may terminate Mr. Ryan’s employment agreement if he becomes disabled for
more than 90 consecutive days or for periods aggregating 120 days in any 180
period or on the date of his death. In addition, the Company may terminate the
agreement for “cause”, which includes his failure to substantially perform his
duties (except due to his incapacity), his commission of an act of fraud, theft,
or dishonesty, conviction of a felony, failure to follow a lawful directive of
the Board or a material breach of his employment agreement. If the Company
terminates the agreement for cause or upon Mr. Ryan’s death or disability, or if
Mr. Ryan terminates it other than for “good reason”, the Company must pay Mr.
Ryan his full base salary through the date of termination, and all other paid
amounts, if any, to which he is entitled as of the date of termination in
connection with any benefits or under any incentive compensation plan or
programs.
Gregory Willis
Under
the terms of his employment agreement, if Mr. Willis' employment were terminated
"for cause," he would be paid within 30 days that portion of his base salary and
all benefits under his contract that were due as of the date of his
termination. "Cause" is defined as (i) the failure to substantially
perform his duties, (ii) an act of fraud, theft, misappropriation, dishonesty or
embezzlement, (iii) conviction for a felony or pleading
nolo contendere
to a felony,
(iv) failure to follow a lawful directive of the Board of Directors, or (v)
material breach of his employment agreement.
Mr.
Willis has the right to terminate his employment at any time on 45 days written
notice. The Company also has the right to terminate Mr. Willis’
employment at any time for any other reason in which event it can, in exchange
for a general release, pay to Mr. Willis six months’ Base Salary, and the bonus
and commissions to which he would have been entitled for that six-month
period.
Upon
death, Mr. Willis’ estate is entitled to receive his base salary and all
benefits through the last day of the month in which his death occurred, as well
as a pro rata portion of his annual bonus for the year in which his death
occurred. In the event of disability for more than 90 consecutive
days (or for periods aggregating 120 days within a 180 day period), Mr. Willis'
agreement will terminate.
Paul C. Smith
Under the terms of his employment agreement, if Mr. Smith's employment were
terminated "for cause," he would be paid within 30 days that portion of his base
salary and benefits under his contract that were due as of the date of his
termination. "Cause" is defined as (i) the failure to substantially
perform his duties, (ii) an act of fraud, theft, misappropriation, dishonesty or
embezzlement, (iii) conviction for a felony or pleading
nolo contendere
to a felony,
(iv) failure to follow a lawful directive of the Board of Directors, or (v)
material breach of his employment agreement.
Mr. Smith
has the right to terminate his agreement at any time on 45 days written
notice. The Company also has the right to terminate Mr. Smith’s
employment at any time for any other reason, in which event, the Company can, in
exchange for a general release, pay to Mr. Smith six months’ Base Salary, and
the bonus and commission to which he would have been entitled for that six-month
period.
Upon
death, Mr. Smith’s estate is entitled to receive his base salary and all
benefits through the last day of the month in which his death
occurred. In the event of disability for more than 90 consecutive
days (or for periods aggregating 120 days within a 180 day period), Mr. Smith's
agreement will terminate.
Gary Pokrassa
Under the terms
of his employment agreement, if Mr. Pokrassa’s employment were terminated "for
cause," he would be paid within 30 days that portion of his base salary and
benefits under his contract that were due as of the date of his
termination. "Cause" is defined as (i) the failure to substantially
perform his duties, (ii) an act of fraud, theft, misappropriation, dishonesty or
embezzlement, (iii) conviction for a felony or pleading
nolo contendere
to a felony,
(iv) failure to follow a lawful directive of the Board of Directors, or (v)
material breach of his employment agreement.
Mr.
Pokrassa has the right to terminate his agreement at any time on 60 days written
notice. The Company also has the right to terminate Mr. Pokrassa’s
employment at any time for any other reason, in which event, it can, in exchange
for a general release, pay to Mr. Pokrassa six months’ Base Salary, and the
bonus and commission to which he would have been entitled for that six-month
period.
Upon
death, Mr. Pokrassa’s estate is entitled to receive his base salary and all
benefits through the last day of the month in which his death
occurred. In the event of disability for more than 90 consecutive
days (or for periods aggregating 120 days within a 180 day period), Mr.
Pokrassa's agreement will terminate.
Compensation
Committee interlocks and insider participation
As discussed above, during FY10 our
Compensation Committee consisted of Messrs. Albro (Chairman), Collins and
Bachelder. None of these members is an officer or employee of Lakeland, and none
of our executive officers serve as a member of a Compensation Committee of any
entity that has one or more executive officers serving as a member of our
Compensation Committee.
Indemnification
of Directors and Executive Officers
Our
Restated Certificate of Incorporation provides for indemnification of its
Directors and Officers in accordance with Delaware Law.
EQUITY
COMPENSATION PLAN INFORMATION
The
following table provides information as of January 31, 2010 about our common
stock that may be issued upon the exercise of options granted to members of our
Board of Directors.
|
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
|
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
|
|
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by security holders
|
|
|
24,300
|
|
|
$
|
12.11
|
|
|
|
205,216
|
(1)
|
Equity
compensation plans not approved by security holders
|
|
None
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
|
24,300
|
|
|
$
|
12.11
|
|
|
|
205,216
|
(1)
|
(1)
Includes 6,000 securities available for future issuance under the Directors’
Stock Option Plan and up to 199,216 shares available for grant under our 2006
and 2009 Equity Plans as set forth in the table below:
Plan Category
|
|
Number of
securities to be
issued upon
attainment of
performance goals
or meeting
conditions of grant
(1)
|
|
|
Weighted-average
exercise price per share
of outstanding options,
warrants and rights
(1)
|
|
|
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a)
(1)
)
|
|
Restricted
stock grants-employees
(1)
|
|
|
167,371
|
|
|
$
|
0
|
|
|
|
66,214
|
|
Restricted
stock grants-directors
(1)
|
|
|
63,184
|
|
|
$
|
0
|
|
|
|
12,496
|
|
Matching
award program
|
|
|
2,558
|
|
|
$
|
0
|
|
|
|
58,459
|
|
Bonus
on stock program-employees
|
|
|
23,311
|
|
|
$
|
0
|
|
|
|
41,343
|
|
Retainer
in stock program-directors
|
|
|
0
|
|
|
$
|
0
|
|
|
|
20,704
|
|
Total
restricted stock Plans
|
|
|
256,424
|
|
|
$
|
0
|
|
|
|
199,216
|
|
(1)
Indicates
number of shares to be awarded at maximum threshold levels. These
restricted shares have a weighted average grant date fair value of
$8.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial
ownership of the Company’s outstanding common stock as of April 19, 2010: (i) by
each person who is known by the Company to, beneficially own more than 5% of the
Common Stock; (ii) by each of the named executive officers of the Company; (iii)
by each director and nominee for director of the Company; and (iv) all directors
and executive officers of the Company as a group.
The
shares “beneficially owned” by a person are determined in accordance with the
definition of “beneficial ownership” set forth in the regulations of the SEC
and, accordingly, shares of our common stock underlying options and other
convertible securities that are exercisable or convertible within 60 days of
April 19, 2010 and shares of our common stock underlying restricted stock awards
that vest within 60 days of the Record Date are deemed to be beneficially owned
by the person holding such securities and to be outstanding for purposes of
determining such holder’s percentage ownership. Shares of common stock subject
to options or other convertible securities that are not exercisable or
convertible and restricted stock awards that do not vest within 60 days from the
Record Date are not included in the table below as “beneficially
owned”. The same securities may be beneficially owned by more than
one person.
Except as
otherwise noted, the persons named in the table have sole voting and investment
power with respect to their shares of Common Stock shown as beneficially owned
by them and the address for each beneficial owner, unless otherwise noted, is
c/o Lakeland Industries, Inc. 701 Koehler Avenue, Suite 7, Ronkonkoma, New York
11779.
Directors and Officers
Name
|
|
# of Common
Shares
Beneficially
Owned (C)
|
|
|
Percent
of Class
|
|
|
Title
|
|
|
|
|
|
|
|
|
|
Raymond
J. Smith
|
|
|
513,418
|
|
|
|
9.44
|
%
|
|
Chairman
of the Board of Directors
|
Christopher
J. Ryan
|
|
|
413,962
|
(A)(B)
|
|
|
7.61
|
%
|
|
CEO,
President, General Counsel, Secretary and
Director
|
John
J. Collins, Jr.
|
|
|
118,401
|
(1)
|
|
|
2.18
|
%
|
|
Director
|
Eric
O. Hallman
|
|
|
41,163
|
(1)
|
|
|
*
|
|
|
Director
|
Stephen
M. Bachelder
|
|
|
14,115
|
(2)
|
|
|
*
|
|
|
Director
|
John
Kreft
|
|
|
12,350
|
(4)
|
|
|
*
|
|
|
Director
|
Duane
W. Albro
|
|
|
5,000
|
(5)
|
|
|
*
|
|
|
Director
|
Gary
Pokrassa
|
|
|
8,376
|
(A)
|
|
|
*
|
|
|
Chief
Financial Officer
|
Paul
C. Smith
|
|
|
4,431
|
|
|
|
*
|
|
|
Vice
President
|
Harvey
Pride, Jr.
|
|
|
3,226
|
|
|
|
*
|
|
|
Sr.
Vice President-Manufacturing
|
Greg
Willis
|
|
|
3,966
|
|
|
|
*
|
|
|
Executive
Vice President
|
Gregory
D. Pontes
|
|
|
1,194
|
|
|
|
*
|
|
|
Vice
President-Manufacturing
|
Phillip
Willingham
|
|
|
1,124
|
|
|
|
*
|
|
|
Vice
President, MIS
|
Charles
D. Roberson
|
|
|
——
|
|
|
|
*
|
|
|
Vice
President, International Sales
|
All
officers and directors as a group (14 persons)
|
|
|
1,140,726
|
(3)(A)
|
|
|
20.97
|
%
|
|
|
5% Shareholders
|
|
|
|
|
|
|
Robeco
Investment Management, Inc .
(6)
909
Third Avenue
New
York, New York 10022
|
|
|
697,970
|
|
|
|
12.83
|
%
|
Heartland
Advisors
(7)
789
N. Water Street, Ste. 500
Milwaukee,
Wisconsin 53202
|
|
|
510,000
|
|
|
|
9.38
|
%
|
Dimensional
Fund Advisors, LP
(8)
Palisades
West6300 Bee Cave Road, Bldg #1
Austin,
TX 78746
|
|
|
412,506
|
|
|
|
7.58
|
%
|
Shufro
Rose & Co., LLC
(9)
745
Fifth Avenue, Suite 2600
New
York, NY 10151
|
|
|
274,497
|
|
|
|
5.05
|
%
|
*
Less
than 1%.
(1)
|
Includes
1,000 options granted on June 19, 2009 and 1,100 options granted on June
21, 2006 to each of Mr. Hallman and Mr. Collins, current
directors;
|
(2)
|
Includes
6,050 options granted November 19, 2004, 1,000 granted June 18, 2008 and
1,000 granted June 17, 1009;
|
(3)
|
Includes
17,567 options granted between June 18, 2003 and June 21,
2006;
|
(4)
|
Includes
6,050 options granted November 19, 2004 and 1,000 options granted June 18,
2008;
|
(5)
|
Includes
5,000 options granted April 17,
2009;
|
(6)
|
According
to a Schedule 13G/A jointly filed on behalf Robeco Investment Management
(“Robeco”) on February 9, 2010, Robeco possesses shared investment and
voting power over the above shares;
|
(7)
|
According
to a Schedule 13G/A filed on behalf of Heartland Advisors, Inc. on
February 10, 2010;
|
(8)
|
According
to a Schedule 13G/A filed on behalf of Dimensional Fund Advisors on
February 9, 2010;
|
(9)
|
According
to a Schedule 13G filed on behalf of Shufro Rose & Co., LLC on
February 12, 2010;
|
(A)
|
Does
not include 6,703 shares to be issued pursuant to the matching shares
provision of the 2006 Equity Incentive Plan as follows: Gary Pokrassa, 500
shares; Paul C. Smith, 1,308 shares; Stephen Bachelder, 750 shares. Also
excludes 14,811 shares to be issued pursuant to the bonus in shares plan
as follows: Gary Pokrassa 6,656 shares; Christopher J. Ryan 4,991 shares;
Harvey Pride Jr. 1,664 shares; Gregory Willis 2,352 shares and Phillip
Willingham 1,500 shares;
|
(B)
|
Includes
14,641 shares owned by Mr. Ryan’s wife, and 42,592 which Mr. Ryan votes as
Co-Executor of the Estate of Bernard J.
Ryan;
|
(C)
|
Table
does not include the following stock grants under the Company’s 2009
Equity Incentive Plan (performance vesting at end of 3 years, date of
grant June 2009) at baseline or
maximum.
|
Grantee Directors
|
|
Baseline
#
of Shares
|
|
|
Maximum
#
of Shares
|
|
Raymond
J. Smith
|
|
|
6,204
|
|
|
|
9,372
|
|
Duane
Albro
|
|
|
6,204
|
|
|
|
9,372
|
|
John
J. Collins, Jr.
|
|
|
7,348
|
|
|
|
9,988
|
|
Eric
O. Hallman
|
|
|
7,788
|
|
|
|
10,428
|
|
Stephen
M. Bachelder
|
|
|
8,844
|
|
|
|
12,012
|
|
A.
John Kreft
|
|
|
8,844
|
|
|
|
12,012
|
|
|
|
|
45,232
|
|
|
|
63,184
|
|
Officers
|
|
|
|
|
|
|
|
|
Christopher
J. Ryan (Director)
|
|
|
19,839
|
|
|
|
26,796
|
|
Gregory
D. Willis
|
|
|
11,853
|
|
|
|
16,027
|
|
Harvey
Pride, Jr.
|
|
|
11,253
|
|
|
|
15,175
|
|
Gary
A. Pokrassa
|
|
|
11,490
|
|
|
|
15,538
|
|
Paul
C. Smith
|
|
|
7,623
|
|
|
|
10,406
|
|
Gregory
D. Pontes
|
|
|
7,183
|
|
|
|
9,966
|
|
Phillip
Willingham
|
|
|
6,193
|
|
|
|
8,481
|
|
Charles
D. Roberson
|
|
|
6,500
|
|
|
|
9,609
|
|
|
|
|
81,934
|
|
|
|
111,998
|
|
Key
Employees as a group
|
|
|
38,559
|
|
|
|
55,373
|
|
|
|
|
120,493
|
|
|
|
167,371
|
|
Grand
Total
|
|
|
165,725
|
|
|
|
230,555
|
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
__________________________________________________
It is the
Company’s policy that directors, officers and any other person that is a related
person within the meaning of SEC regulations are required to report any related
party transactions to our Chief Executive Officer. All such transactions also
are required to be reported to the Audit Committee, which, with the assistance
of legal counsel and such other advisors as it deems appropriate, is responsible
for reviewing and approving or ratifying any related party transaction. The
Audit Committee intends to approve only those related party transactions that it
believes are in, or not inconsistent with, the best interests of the Company. A
written policy to this effect has been adopted by the Board of Directors.
Pursuant to our written policy, a related party transaction is defined as any
transaction in which (1) the Company is a participant, (2) any related
person has a direct or indirect material interest and (3) the amount
involved exceeds $15,000, but excludes any transaction that does not require
disclosure under Item 404(a) of Regulation S-K.
A related person
is:
|
·
|
an
executive officer, director or director nominee of the
Company;
|
|
·
|
any
person who is known to be the beneficial owner of more than 5% of the
Company’s common stock;
|
|
·
|
any
person who is an immediate family member (as defined under Item 404
of Regulation S-K) of an executive officer, director or director nominee
or beneficial owner of more than 5% of the Company’s common stock;
and
|
|
·
|
any
firm, corporation or other entity in which any of the foregoing persons is
employed or is a partner or principal or in a similar position or in which
such person, together with any other of the foregoing persons, has a 5% or
greater beneficial ownership
interest.
|
In
addition, every quarter, a report maintained by the Company’s accounting staff
is reviewed and approved by the Chief Executive Officer and Chief Financial
Officer. The Audit Committee of the Board of Directors conducts an annual review
of all transactions between related parties and the Company.
On April
1, 2008, we renewed the existing lease for an additional 3 year term with Harvey
Pride, Jr., for a 2,400 sq. ft. customer service office located next to our
existing Decatur, Alabama facility. This lease was renewed on April 1, 2008 to
run through March 31, 2011 at an annual rent of $18,000 for 2008, $18,000 for
2009, and $18,900 for 2010 for this facility. We believe that the
lease contains terms no less favorable to us than we could have obtained from an
unrelated third-party.
We
have been doing business with Madison Mobile Storage, Inc., a company owned and
operated by the son of Harvey Pride, Jr. for over 20 years. The
orders for Lakeland’s storage trailers and the release of the trailers are
handled by Greg Pontes, our VP of manufacturing, who is unrelated to Mr. Pride.
The storage trailers are a bid item and they are on an open rental by the
month. In FY10 we paid $3,972 to Madison Mobile Storage Inc. for
storage services. We believe that these services were provided on
terms no less favorable to us than we could have obtained from an unrelated
third-party.
In July
2005 as part of the acquisition of Mifflin Valley Inc., (merged into Lakeland
Industries, Inc. on September 1, 2006) the Company entered into a five year
lease with Michael Gallen (an employee) to lease an 18,520 sq. ft. manufacturing
facility in Shillington, PA for $55,560 annually or a per square foot rental of
$3.00. This amount was agreed to prior to the acquisition after an
independent appraisal of the fair market rental value per square
foot. In addition the Company, commencing January 1, 2006 is renting
12,000 sq ft of warehouse space in a second location in Pennsylvania from this
employee, on a month-by-month basis, for the monthly amount of $3,350 or $3.00
per square foot annually and a third location in Pennsylvania on a
month-to-month lease of a 1,760 sq foot warehouse for the monthly amount of
$440.00. We believe that these lease terms are no less favorable to us than
could have been obtained from an unrelated third-party.
Mifflin
Valley also utilizes the services of Gallen Insurance (an affiliate of Michael
& Donna Gallen) to provide certain insurance in Pennsylvania. Such payments
for insurance aggregated approximately $4,420, $27,000 and $34,000 in fiscal
2010, 2009, and 2008, respectively. We believe that this
insurance was procured on terms that are no less favorable to us than could have
been obtained from an unrelated third-party.
Paul
Smith, our Vice President of Sales, is the son of Raymond Smith the Chairman of
our Board of Directors
.
Paul Smith’s
compensation for 2010 is set forth in the Executive Compensation section of this
proxy statement.
SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities
Exchange Act of 1934 (the “Exchange Act”), requires the Company’s directors,
officers and beneficial owners of more than 10% of the Common Stock to file with
the SEC initial reports of ownership of the Company’s equity securities and to
file subsequent reports when there are changes in such ownership. Officers,
directors and beneficial owners of more than 10% of the Common Stock are
required by SEC regulations to furnish the Company with copies of all Section
16(a) reports they file.
Based solely upon our review of Forms
3, 4, and 5 filed by or received from our reporting persons (or written
representations received from such persons), we are not aware of any failure by
a reporting person to make timely filings of those Forms as required by Section
16(a) of the Securities Exchange Act of 1934 with respect to the year ended
January 31, 2010.
STOCKHOLDER
PROPOSALS –
2011
ANNUAL
MEETING
Pursuant
to the proxy rules promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), Lakeland stockholders are notified that the
deadline for providing Lakeland with timely notice of any stockholder proposal
intended to be included in the proxy materials for Lakeland’s Annual Meeting to
be held in 2011 (the “2011 Annual Meeting”) will be January 14, 2011, 120
calendar days prior to the first anniversary of the date of the company's 2010
proxy statement. Such proposal must be submitted in writing to Lakeland’s
Corporate Secretary at the principal executive offices of Lakeland located at
701 Koehler Avenue, Suite 7, Ronkonkoma, New York 11779
.
If you wish to submit a proposal
outside of the process of Rule 14a-8 under the Exchange Act, in order for such
proposal to be considered “timely” for the purposes of Rule 14a-4(c) under the
Exchange Act, the proposal must be received at the above address not later than
February 16, 2011, the 120th calendar day prior to the first anniversary of the
immediately preceding year’s annual meeting of stockholders.
Pursuant
to Lakeland’s amended and restated bylaws, in order for a stockholder to bring a
proposal (other than proposals sought to be included in Lakeland’s proxy
statement pursuant to Rule 14a-8 of the Exchange Act) before, or make a
nomination at, the 2011 Annual Meeting, such stockholder must deliver a written
notice of such proposal and/or nomination to, or it must be mailed and received
by, Lakeland’s Corporate Secretary at the principal executive offices of
Lakeland located at 701 Koehler Avenue, Suite 7, Ronkonkoma, New York 11779, no
earlier than the close of business on January 17, 2011, the 150
th
calendar day, prior to the first anniversary of the immediately preceding year’s
annual meeting of stockholders, and not later than the close of business on
February 16, 2011, the 120
th
calendar day prior to the first anniversary of the immediately preceding year’s
annual meeting of stockholders. Stockholders are also advised to review
Lakeland’s amended and restated bylaws, as they may be amended from time to
time, for additional requirements and deadlines applicable to the submission of
stockholder proposals, including, but not limited to, proposals relating to the
nomination of one or more candidates for election to the Lakeland Board of
Directors.
HOUSEHOLDING
OF PROXY MATERIALS
Some banks, brokers and other nominee
record holders may be participating in the practice of “householding” proxy
statements and annual reports. This means that only one copy of this
proxy statement may have been sent to multiple stockholders in your
household. If you would like to obtain another copy of the proxy,
please contact Secretary, Lakeland Industries, Inc. 701 Koehler Avenue, Suite 7,
Ronkonkoma, New York, 11779 by mail. If you want to receive separate
copies of our proxy statements and annual reports in the future, or if you are
receiving multiple copies and would like to receive only one copy for your
household, you should contact your bank, broker, or other nominee record
holder.
OTHER
MATTERS
The Board
of Directors knows of no matters other than those described above that have been
submitted for consideration at this Annual Meeting. As to other matters, if any,
that properly may come before the Annual Meeting; the Board of Directors intends
that the proxy cards will be voted in respect thereof in accordance with the
judgment of the person or persons named thereon.
ANNUAL
REPORT
A copy of
our Annual Report on Form 10-K for the fiscal year ended January 31, 2010
is being mailed concurrently with this proxy statement (as part of our annual
report to stockholders). A copy of our Annual Report on Form 10-K is also
available without charge from our website at
www.lakeland.com
under the headings Financial Information – All SEC filings, or upon written
request to: Lakeland Corporate Secretary, Lakeland Industries, Inc., 701 Koehler
Avenue, Suite 7, Ronkonkoma, NY 11779.
By
Order of the Board of Directors,
|
Christopher
J. Ryan
|
Corporate
Secretary
|
May 14,
2010
Ronkonkoma,
New York
Lakeland Industries (NASDAQ:LAKE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Lakeland Industries (NASDAQ:LAKE)
Historical Stock Chart
From Jul 2023 to Jul 2024