8-K
DULUTH HOLDINGS INC. (DLTH)
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): March 24, 2025
DULUTH HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-37641 | 39-1564801 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) |
201 East Front Street
Mount Horeb, Wisconsin 53572
(Address of principal executive offices, including zip code)
(608) 424-1544
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Class B Common Stock, No Par Value | DLTH | NASDAQ Global Select Market |
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 March 24, 2025, Francesca M. Edwardson informed the Board of Directors of Duluth Holdings Inc. (the “Company”) that she has decided not to stand for re-election at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). She will continue to serve as a director of the Company until the close of the Annual Meeting. Ms. Edwardson has been a member of the Board since September 2015 and had served on the Company’s advisory board since July 2015. Ms. Edwardson’s decision was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
The Company’s press release announcing her retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated March 26, 2025 |
| 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.
| DULUTH HOLDINGS INC. | ||
|---|---|---|
| Date: March 26, 2025 | ||
| By: | /s/ Heena Agrawal | |
| Name: Heena Agrawal | ||
| Title: Senior Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
Duluth Holdings Inc. Announces Retirement of Director
Mount Horeb, WI – March 26, 2025 – Duluth Holdings Inc. (dba, Duluth Trading Company) (“Duluth Trading” or the “Company”) (NASDAQ: DLTH), a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel and accessories, today announced the retirement of Francesca M. Edwardson as a member of the Board of Directors.
Ms. Edwardson informed the Company that she had independently decided not to stand for re-election to the Company’s Board of Directors at the 2025 Annual Meeting of Shareholders. Ms. Edwardson, age 67, has been a member of the Board of Directors since September 2015 and had served on the Company’s advisory board since July 2015. Ms. Edwardson will continue to serve as a member of the Board of Directors until the close of the 2025 Annual Meeting of Shareholders.
Stephen L. Schlecht, Chairman of Duluth Holdings Inc., said, “Fran has been an integral part of Duluth Trading for nearly a decade. Her extensive business acumen and expertise in corporate governance have been invaluable to our Company and its leadership team. Fran’s insightful guidance and unwavering commitment to excellence will be deeply missed. On behalf of the Board of Directors, we extend our heartfelt gratitude to Fran for her remarkable contributions to Duluth Trading and wish her all the best in her well-deserved retirement.”
About Duluth Trading
Duluth Trading is a lifestyle brand for the Modern, Self-Reliant American. Based in Mount Horeb, Wisconsin, we offer high quality, solution-based casual wear, workwear and accessories for men and women who lead a hands-on lifestyle and who value a job well-done. We provide our customers an engaging and entertaining experience. Our marketing incorporates humor and storytelling that conveys the uniqueness of our products in a distinctive, fun way, and are available through our content-rich website, catalogs, and “store like no other” retail locations. We are committed to outstanding customer service backed by our “No Bull Guarantee” - if it’s not right, we’ll fix it. Visit our website at http://www.duluthtrading.com.
InvestorContact:
Tom Filandro
ICR, Inc.
(646) 277-1200
DuluthIR@icrinc.com