Management Change/Compensation - Form 8-K

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): May 18, 2022

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (608) 424-1544

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, on January 21, 2022, Brenda Morris, a member of the Board of Directors ("Board") of Duluth Holdings Inc. (the "Company") since 2015, notified the Company of her intention to serve out the remainder of her current term and that she will not stand for re-election at the Company's 2022 annual meeting of stockholders. Also as previously announced, the Company's annual meeting of shareholders will be convened on May 26, 2022 and adjourned until June 14, 2022. But for the planned adjournment, Ms. Morris' term would have ended on May 26, 2022. On May 18, 2022, Ms. Morris notified the Company that she would retire from the Board as planned on May 26, 2022. Ms. Morris' decision was not related to any disagreements with the Company or its management on any matters relating to the Company's operations, policies, or practices.

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.