Attached files
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| EX-10.1 - EMPLOYMENT AGREEMENT - LAKELAND INDUSTRIES INC | lake_ex101.htm |
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 27,
2020
__________________________________________
Lakeland Industries, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-15535
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13-3115216
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(State or other
jurisdiction of
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
No.)
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3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New York
11779-7410
(Address of
principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (256)
350-3873
______________________________________________________________________
(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:
☐
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:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock, $0.01 Par Value
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LAKE
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NASDAQ
Market
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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.
Effective
February 1, 2020, the Board of Directors of Lakeland Industries,
Inc. (the “Company”) promoted Charles D. Roberson, the
Company’s Chief Operating Officer, to the positions of Chief
Executive Officer, President and Secretary of the Company. Mr.
Roberson will succeed Christopher J. Ryan who will retire as Chief
Executive Officer, President and Secretary of the Company,
effective February 1, 2020. Mr. Ryan will continue to serve the
Company as a Director and as Executive Chairman of the Board, an
employee position. In his role as Executive Chairman of the Board,
Mr. Ryan will receive as base compensation $185,000, $165,000 and
$125,000 in respect of the fiscal years ending January 31, 2021,
2022 and 2023, respectively.
Mr.
Roberson, age 57, has served as our Chief Operating Officer since
July 2018 and will continue in that role until January 31, 2020,
and Senior Vice President, International Sales from March 2009 to
July 2018. Mr. Roberson joined the Company in 2004 as Technical
Marketing Manager and later served as International Sales Manager.
Prior to joining the Company, Mr. Roberson was employed by
Precision Fabrics Group, Inc. as a Market Manager from 1995 to 2001
and as a Nonwovens Manufacturing Manager from 1991 to 1995. He
began his career as a manufacturing manager for Burlington
Industries, Inc. in its Menswear Division from 1985 to
1991.
On
January 27, 2020, the Company entered into an Employment Agreement
(the “Employment Agreement”) with Mr. Roberson. The
Employment Agreement is for a term of two (2) years commencing on
February 1, 2020 through and including January 31, 2022 (the
“Term”), subject to early termination as provided
therein. The Employment Agreement provides for a base salary of
$325,000 per year. Mr. Roberson is also eligible to be awarded an
annual bonus of up to 20% of his base salary.
The
Employment Agreement contains certain provisions providing for
severance payments to Mr. Roberson in the event that he is
terminated by the Company without cause or by Mr. Roberson for Good
Reason (generally, for failure by the Company to pay Mr.
Roberson’s salary, material diminution in Mr.
Roberson’s authority or material breach by the Company of the
Employment Agreement). The payment to Mr. Roberson is greater in
the event that such termination without cause or for Good Reason is
within 24 months after a change of control of the Company. Under
the Employment Agreement, Mr. Roberson is also subject to
non-competition and non-solicitation restrictions during the Term
and for a period of one year thereafter.
The
foregoing description of the Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the
text of the Employment Agreement with Mr. Roberson, a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
In
addition, effective February 1, 2020, (a) A. John Kreft’s
position as Chairman of the Board will convert to that of Lead
Independent Director, (b) the number of directors constituting the
Board of Directors of the Company will be increased from five to
six and (c) Mr. Roberson is designated to fill the vacancy created
thereby, as a Class II director (term expiring in
2021).
On
January 29, 2020, the Company issued a press release announcing the
above-detailed changes. The press release issued by the Company in
connection with the announcement is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 8.01.
Other Events.
Effective February
1, 2020, the Company will close its principal executive offices
located at 3555 Veterans Memorial Highway, Suite C, Ronkonkoma, New
York 11779-7410, and the Company’s offices located at 202
Pride Lane SW, Decatur, Alabama, 35603 will become its principal
executive offices.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
Employment
Agreement, dated January 27, 2020, between Lakeland Industries,
Inc. and Charles D. Roberson.
99.1
Press Release dated
January 29, 2020.
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.
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LAKELAND INDUSTRIES, INC. |
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Date:
January 29, 2020
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By:
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/s/ Christopher J.
Ryan
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Christopher J.
Ryan
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Chief Executive
Officer & President
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EXHIBIT
INDEX
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Exhibit Number
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Description
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Employment
Agreement, dated January 27, 2020, between Lakeland Industries,
Inc. and Charles D. Roberson.
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99.1
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Press Release dated
January 29, 2020
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