Current Report Filing (8-k)
November 22 2019 - 3:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): November 21,
2019
__________________________________________
Lakeland Industries, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-15535
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13-3115216
|
(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
|
File
Number)
|
Identification
No.)
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3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York
11779-7410
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (631)
981-9700
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.01 Par Value
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LAKE
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NASDAQ
Market
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|
|
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
November 21, 2019, the board of directors (the “Board”)
of Lakeland Industries, Inc. (the "Company”), as well as the
Compensation Committee of the Board (the “Committee”),
jointly adopted the Lakeland Industries, Inc. Long-Term Incentive
Plan (the “LTIP”). Officers, other employees, and
directors of the Company are eligible to participate in the LTIP.
The LTIP is administered by the Committee or the full Board with
respect to non-employee directors of the Company.
The LTIP is intended to enable the Company (a) to
recruit and retain highly qualified executives, other employees and
directors who are responsible for moving the business of the
Company forward, (b) align the interests of the Company’s
executives and directors with the interests of the Company’s
stockholders by creating a direct link between compensation and the
Company’s performance, and (c) incentivize executives, other
employees and directors of the Company to contribute to the
long-term success of the Company. Awards of restricted stock under
the LTIP will be determined based upon target percentages
given to the following five (5) performance conditions: Revenue
Growth, EBITDA Margin, Free Cash Flow, Retention and Board
Discretion. These target percentages will be applied against a base
bonus amount (the “Base Bonus Amount”). The Base Bonus
Amount will be equal to a percentage of the participant’s
base salary in effect at the commencement of the performance period
(or a set amount in the case of non-employee directors). The
Committee may, at the time of grant, adjust the percentage of base
salary utilized to determine Base Bonus Amount for any participant
as it deems appropriate. Awards of restricted stock under the LTIP
will vest on the last day of a three (3) year performance period
based on vesting percentages assigned to each performance condition
and continued employment with the Company. All LTIP awards will be granted under, and will be
subject to the terms and conditions of, the Lakeland Industries,
Inc. 2017 Equity Incentive Plan. Recipients of awards who meet
specified share ownership requirements may, subject to certain
conditions, elect to be paid in cash in lieu of restricted
stock.
The
foregoing description of the LTIP does not purport to be complete
and is qualified in its entirety by reference to the full text of
the LTIP, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item
9.01.
Financial
Statements and Exhibits.
Lakeland
Industries, Inc. Long-Term Incentive Plan.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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LAKELAND
INDUSTRIES, INC.
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|
|
|
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Date:
November 22, 2019
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/s/ Christopher J. Ryan
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|
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Christopher
J. Ryan
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|
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Chief
Executive Officer & President
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EXHIBIT INDEX
Exhibit
Number
|
|
Description
|
|
|
|
|
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Lakeland
Industries, Inc. Long-Term Incentive Plan
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