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): January 1, 2022
LAKELAND INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-15335 | 13-3115216 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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
N/A
(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 |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.01 par value | LAKE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Reference is made to Item 5.02 of that certain Current Report on Form 8-K filed by Lakeland Industries, Inc. (the “Company”) with the Securities and Exchange Commission on December 16, 2021, which reported, among other items, that the Board of the Directors of the Company approved an increase in the annual base salary of Charles D. Roberson, the Company’s Chief Executive Officer and President, to $425,000, effective January 1, 2022.
Effective January 1, 2022, the Company and Mr. Roberson entered into an amendment (the “Amendment”) to the Employment Letter Agreement dated January 27, 2020, by and between Mr. Roberson and the Company (the “Agreement”). In addition to reflecting the previously reported increase in Mr. Roberson’s annual base salary approved by the Board in December, the Amendment provides that, at the end of the then-current term of the Agreement, the Agreement’s duration shall automatically extend for a subsequent 12-month period, unless either party provides written notice of termination at least 90 days before the expiration of then-current term. There are no other material terms of the Amendment. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit
|
Description |
|
| 10.1 | Amendment to Employment Letter Agreement of Charles D. Roberson | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| LAKELAND INDUSTRIES, INC. | ||||||
| Date: January 6, 2022 |
|
By: |
/s/ Charles D. Roberson |
|||
| Charles D. Roberson | ||||||
| Chief Executive Officer, President and Secretary | ||||||
Exhibit 10.1
AMENDMENT TO
EMPLOYMENT LETTER AGREEMENT
THIS AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (this “Amendment”) is entered into effective as of January 1, 2022, by and between Lakeland Industries, Inc., a Delaware corporation (the “Company”), and Charles D. Roberson (the “Executive” and, together with the Company, the “Parties”).
RECITALS
A. The Parties previously entered into that certain employment letter agreement, dated January 27, 2020 (the “Agreement”).
B. The Parties desire to amend the Agreement as provided for in this Amendment.
AGREEMENT
The Parties, intending to be legally bound, hereby agree to the following terms:
| 1. |
Amendment to the Agreement. |
| a. |
Section 4(a) of the Agreement is hereby deleted in its entirety and replaced with the following: |
| (a) |
Commencing January 1, 2022, a base annual salary of $425,000, payable bi-weekly (the “Base Salary”); and |
| b. |
Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following: |
| 2. |
TERM |
The term of the Agreement shall be for a two year period, from the Effective Date through and including January 31, 2022 (the “Initial Term”). However, on the day the Term would otherwise expire, the Agreement’s duration shall automatically extend for a subsequent 12-month period, unless either party provides written notice of termination at least 90 days before the expiration of the Term. For purposes of this Agreement, “Term” refers to the Initial Term and/or any successive 12-month extension.
2. Reaffirmation. This Amendment constitutes a modification of the Agreement signed by the parties to the Agreement for purposes of Section 10 of the Agreement. Other than as set forth in this Amendment, the Agreement remains in full force and effect. This Amendment contains the entire agreement of the Parties with respect to the subject matter of this Amendment and supersedes any and all prior agreements or understandings among the Parties, written or oral, respecting the subject matter of this Amendment. If there is any conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, then the terms and provisions of this Amendment are to govern. From and after the execution of this Amendment, any reference to the Agreement is to be deemed to be a reference to the Agreement as amended by this Amendment.
3. Governing Law; Miscellaneous. This Amendment shall be governed and construed and enforced in accordance with the laws of the State of Alabama. The terms and provisions of Sections 7-13 of the Agreement are incorporated herein mutatis mutandis.
4. Counterparts; Execution. The Parties are permitted to execute this Amendment in counterparts, each of which for all purposes is to be deemed to be an original and all of which constitute, collectively, one agreement. The exchange of copies of this Amendment and of signature pages by facsimile or other electronic transmission is to constitute effective execution and delivery of this Amendment as to the Parties.
[Signature Page Follows]
2
IN WITNESS WHEREOF, each of the Parties has executed this Amendment, or has caused an authorized representative to execute this Amendment, effective as of the date first set forth above.
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COMPANY: |
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| Lakeland Industries, Inc. | ||
| By: |
/s/ Allen E. Dillard |
|
| Name: | Allen E. Dillard | |
| Title: | Chief Operating and Financial Officer | |
|
EXECUTIVE: |
|
/s/ Charles D. Roberson |
| Charles D. Roberson |
Signature Page to Amendment to Employment Letter Agreement