LCUT 8-K
Lifetime Brands, Inc (LCUT)
8-K
2023-06-23
For: 2023-06-22
View Original
Added on
April 10, 2026
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 22, 2023
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(Exact Name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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 Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2023, Lifetime Brands, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”): (i) to elect a board of directors of the nine (9) nominees named in the Proxy Statement, each to serve until the 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (“Proposal 1”); (ii) to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 (“Proposal 2”); and (iii) to approve, on a non-binding advisory basis, the 2022 compensation of the Company’s named executive officers (“Proposal 3”). At the 2023 Annual Meeting, the holders of 19,297,362 of the Company’s common stock (“Common Stock”) were represented in person or by proxy, constituting a quorum. Each share of the Common Stock entitled the holder thereof to one vote on each matter submitted to a vote of stockholders at the 2023 Annual Meeting.
Set forth below are the final voting results with respect to each of the proposals acted upon at the 2023 Annual Meeting including the number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each such proposal.
Proposal 1: Election of Directors
The following nine (9) nominees unanimously recommended by the Company's Board of Directors (the “Board”), each of whom were named in the 2023 Proxy Statement, were elected to serve on the Board to hold office until the 2024 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, based on the following votes:
| FOR | WITHHELD | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
| Jeffrey Siegel | 14,104,599 | 1,274,070 | 825 | 3,917,868 | |||||||||||||||||||
| Robert B. Kay | 15,091,044 | 287,275 | 1,175 | 3,917,868 | |||||||||||||||||||
| Rachael A. Jarosh | 14,897,156 | 480,331 | 2,007 | 3,917,868 | |||||||||||||||||||
| Cherrie Nanninga | 14,469,156 | 908,751 | 1,587 | 3,917,868 | |||||||||||||||||||
| Craig Phillips | 14,161,852 | 1,215,555 | 2,087 | 3,917,868 | |||||||||||||||||||
| Veronique Gabai-Pinsky | 14,898,381 | 479,506 | 1,607 | 3,917,868 | |||||||||||||||||||
| Bruce G. Pollack | 14,892,975 | 484,432 | 2,087 | 3,917,868 | |||||||||||||||||||
| Michael J. Regan | 14,891,090 | 486,317 | 2,087 | 3,917,868 | |||||||||||||||||||
| Michael Schnabel | 14,892,880 | 484,377 | 2,237 | 3,917,868 | |||||||||||||||||||
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2023
The appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
| 19,267,424 | 28,941 | 997 | 0 | ||||||||||||||||||||
Proposal 3: Approval, on a Non-Binding Advisory Basis, the 2022 Compensation of the Company’s Named Executive Officers
The 2022 compensation of the Company’s named executive officers was approved on a non-binding advisory basis, based on the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
| 13,865,159 | 1,101,795 | 412,540 | 3,917,868 | ||||||||||||||||||||
Item 7.01 Regulation FD Disclosure.
On June 23, 2023, the Company issued a press release announcing the results of the votes cast at the 2023 Annual Meeting and the declaration of a quarterly cash dividend of $0.0425 per share payable on August 15, 2023 to stockholders of record as of the close of business on August 1, 2023 (the “Press Release”). The Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
99.1 Press release issued by Lifetime Brands, Inc. on June 23, 2023, announcing the results of the 2023 Annual
Meeting and the declaration of a quarterly cash dividend.
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.
| Lifetime Brands, Inc. | ||||||||
| By: | /s/ Laurence Winoker | |||||||
| Laurence Winoker Executive Vice President – Treasurer and Chief Financial Officer | ||||||||
Date: June 23, 2023
Exhibit 99.1
Lifetime Brands, Inc. Announces Results of 2023 Annual Meeting
Declares Dividend to be Paid August 15, 2023
GARDEN CITY, N.Y., June 23, 2023 (GLOBE NEWSWIRE) -- Lifetime Brands, Inc. (Nasdaq: LCUT), a leading global provider of branded kitchenware, tableware and other products used in the home, announced the results of the votes taken at the Company’s 2023 Annual Meeting of Stockholders held Thursday, June 22, 2023.
The stockholders elected the following directors to serve until the next Annual Meeting of Stockholders:
| Jeffrey Siegel | Chairman of the Board, Former Executive Chairman, Lifetime Brands, Inc. | |||||||
| Robert B. Kay | Chief Executive Officer, Lifetime Brands, Inc. | |||||||
| Rachael A. Jarosh | Former President and Chief Executive Officer, Enactus | |||||||
| Cherrie Nanninga | Partner, Real Estate Solutions Group, LLC | |||||||
| Craig Phillips | Retired Senior Vice President — Distribution, Lifetime Brands, Inc. | |||||||
| Veronique Gabai-Pinsky | Former Global President, Vera Wang Group, LLC | |||||||
| Bruce G. Pollack | Managing Partner, Centre Partners Management, LLC | |||||||
| Michael J. Regan | Retired Certified Public Accountant | |||||||
| Michael Schnabel | Senior Partner, Centre Partners Management, LLC | |||||||
In addition, stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
The stockholders also approved, on a non-binding advisory basis, the 2022 compensation of the Company’s named executive officers.
Separately, on Thursday, June 22, 2023, Lifetime’s Board of Directors declared a quarterly cash dividend of $0.0425 per share payable on August 15, 2023 to stockholders of record at the close of business on August 1, 2023.
Lifetime Brands, Inc.
Lifetime Brands is a leading global designer, developer and marketer of a broad range of branded consumer products used in the home. The Company markets its products under well-known kitchenware brands, including Farberware®, KitchenAid®, Sabatier®, Amco Houseworks®, Chef’n® Chicago™ Metallic, Copco®, Fred® & Friends, Houdini™, KitchenCraft®, Kamenstein®, La Cafetière®, MasterClass®, Misto®, Swing-A-Way®, Taylor® Kitchen, and Rabbit®; respected tableware and giftware brands, including Mikasa®, Pfaltzgraff®, Fitz and Floyd®, Empire Silver™, Gorham®, International® Silver, Towle® Silversmiths, Wallace®, Wilton Armetale®, V&A®, Royal Botanic Gardens Kew® and Year & Day®; and valued home solutions brands, including BUILT NY®, S’well®, Taylor® Bath, Taylor® Kitchen, Taylor® Weather and Planet Box®. The Company also provides exclusive private label products to leading retailers worldwide.
The Company’s corporate website is www.lifetimebrands.com.
Contacts:
Lifetime Brands, Inc.
Laurence Winoker, Chief Financial Officer
1
516-203-3590
or
Joele Frank, Wilkinson Brimmer Katcher
Ed Trissel / Andrew Squire / Rose Temple
212-355-4449
2