Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2022, the stockholders of Lifetime Brands, Inc. (the "Company")
approved an amendment and restatement of the Company's Amended and Restated 2000
Long-Term Incentive Plan (the "Plan") to, among other things, increase the
number of shares of the Company's common stock for which awards may be granted
under the Plan by 1,180,000. The terms of the Plan, a copy of which is filed as
Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed on
April 28, 2022, and the description of the Plan contained in Proposal 4 of such
proxy statement, are incorporated herein by reference in their entirety.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 23, 2022, the Company held its 2022 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 28, 2022
(the "Proxy Statement"): (i) to elect a board of directors of the ten (10)
nominees named in the Proxy Statement, each to serve until the 2023 Annual
Meeting of Stockholders or until their 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, 2022 ("Proposal 2"); (iii) to approve, on a non-binding
advisory basis, the 2021 compensation of the Company's named executive officers
("Proposal 3"); and to approve an amendment and restatement of the Plan
("Proposal 4"). At the 2022 Annual Meeting, the holders of 20,295,446 votes of
the Company's common stock were represented in person or by proxy, constituting
a quorum.
Set forth below are the final voting results with respect to each of the
proposals acted upon at the 2022 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 ten (10) nominees unanimously recommended by the Company's Board
of Directors (the "Board"), each of whom were named in the 2022 Proxy Statement,
were elected to serve on the Board to hold office until the 2023 Annual Meeting
of Stockholders or until their successors are duly elected and qualified, based
on the following votes:
FOR WITHHELD ABSTAIN BROKER NON-VOTES
Jeffrey Siegel 17,683,349 424,883 455 2,186,759
Robert B. Kay 17,745,224 363,008 455 2,186,759
Rachael A. Jarosh 17,533,484 567,843 7,360 2,186,759
John Koegel 17,394,821 706,456 7,410 2,186,759
Cherrie Nanninga 17,294,591 806,886 7,210 2,186,759
Craig Phillips 17,045,574 1,045,399 17,714 2,186,759
Veronique Gabai-Pinsky 17,533,633 567,844 7,210 2,186,759
Bruce G. Pollack 17,508,633 592,644 7,410 2,186,759
Michael J. Regan 17,520,831 580,446 7,410 2,186,759
Michael Schnabel 17,524,266 577,011 7,410 2,186,759
--------------------------------------------------------------------------------
Proposal 2: Ratification of Appointment of Independent Registered Public
Accounting Firm for 2022
The appointment of Ernst & Young LLP to serve as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2022
was ratified based on the following votes:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
20,240,385 48,393 6,668 0
Proposal 3: Approval on a non-binding advisory basis, the 2021 compensation of
the Company's named executive officers
The 2021 compensation of the Company's named executive officers was approved on
a non-binding advisory basis, based on the following votes:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
16,247,241 1,391,816 469,630 2,186,759
Proposal 4: Approval of an Amendment and Restatement of the Company's Amended
and Restated 2000 Long-Term Incentive Plan
An amendment and restatement of the Company's Amended and Restated 2000
Long-Term Incentive Plan was approved based on the following votes:
BROKER
FOR AGAINST ABSTAIN NON-VOTES
17,688,813 409,747 10,127 2,186,759
Item 7.01 Regulation FD Disclosure.
On June 24, 2022, the Company issued a press release announcing the results of
the votes cast at the 2022 Annual Meeting and the declaration of a quarterly
cash dividend of $0.0425 per share payable on August 15, 2022 to stockholders of
record as of the close of business on August 1, 2022 (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.
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