LAKE Lakeland Industries Inc

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): June 13, 2024

1525 Perimeter Parkway, Suite 325, Huntsville, Alabama 35806

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (256) 350-3873

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

Lakeland Industries, Inc. Employee Stock Purchase Plan

At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Lakeland Industries, Inc. (the “Company”) held on June 13, 2024, the Company’s stockholders approved the adoption of the Lakeland Industries, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP previously had been adopted, subject to stockholder approval, by the Board of Directors of the Company (the “Board”) on April 26, 2024.

The principal features of the ESPP are described in detail under “Proposal No. 5 - Approval of the Lakeland Industries, Inc. Employee Stock Purchase Plan” of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on May 1, 2024 (the “Proxy Statement”). The foregoing description is qualified in its entirety by reference to the ESPP, a copy of which is attached hereto as Exhibit 10.1.

Amendment to Lakeland Industries, Inc. 2017 Equity Incentive Plan

At the Annual Meeting, the Company’s stockholders approved the amendment (the “Plan Amendment”) to the Company’s 2017 Equity Incentive Plan (as amended, the “2017 Plan”), to increase the number of shares authorized for issuance under the 2017 Plan from 840,000 shares to 1,240,000 shares.

The Plan Amendment previously had been approved, subject to stockholder approval, by the Board on April 26, 2024. The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.

The principal features of the 2017 Plan, as amended to reflect the Plan Amendment, are described in detail under “Proposal No. 6 – Approval of an Amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan to Increase the Authorized Shares” of the Proxy Statement. The foregoing description is qualified in its entirety by reference to the text of the 2017 Plan, as amended to reflect the Plan Amendment, a copy of which is attached hereto as Exhibit 10.2.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on six proposals. A brief description of and tabulation of votes for each proposal are set forth below. Voting results are, when applicable, reported by rounding fractional share voting to the nearest whole share.

Proposal 1. The Board’s nominees for Class II directors were elected to serve for three years expiring at the Company’s 2027 Annual Meeting of Stockholders and until each of their respective successors is duly elected and qualified, by the votes set forth below. There were 111,773 broker non-votes with respect to the proposal.

Proposal 2. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025. There were no broker non-votes with respect to the proposal.

Proposal 3. The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers. There were 111,773 broker non-votes with respect to the proposal.

Proposal 4. The Company’s stockholders considered, on an advisory (non-binding) basis, the frequency of the advisory vote on the compensation of the Company’s named executive officers. There were 111,773 broker non-votes with respect to the proposal.

Based on the vote of our stockholders at the Annual Meeting, and consistent with the Board’s recommendation set forth in the Proxy Statement the Board has determined that the Company will conduct a vote to approve, on an advisory basis, the compensation of the Company’s named executive officers every year until the next stockholder advisory vote on the frequency of say-on-pay advisory votes or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s stockholders.

Proposal 5. The Company’s stockholders approved the Lakeland Industries, Inc. Employee Stock Purchase Plan by the votes set forth below. There were 111,773 broker non-votes with respect to the proposal.

Proposal 6. The Company’s stockholders approved the Amendment to the Lakeland Industries, Inc. 2017 Equity Incentive Plan by the votes set forth below. There were 111,773 broker non-votes with respect to the proposal.

Item 9.01. Financial Statements and Exhibits.

*Indicates management contract or compensatory plan or arrangement.

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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