Independent
Tenure on this board
3.0 yrs
3 nominees · 4 ballot items.
Elect three directors; Ratify RSM US LLP as auditors; Advisory approval of executive compensation; Approve the 2026 Equity Incentive Plan; Transact any other business.
Elect three Class I directors (Ronald Herring, Melissa Kidd, Lee D. Rudow) to serve three-year terms expiring 2029.
Ratify the Audit Committee’s selection of RSM US LLP as the company’s independent registered public accounting firm for fiscal year ending January 31, 2027.
The Audit Committee has chosen RSM US LLP to serve as Lakeland’s independent auditor for fiscal 2027 and requests stockholder ratification. Management is not legally required to obtain shareholder ratification but seeks it as a governance practice; ratification would endorse the committee’s selection, while failure to ratify would prompt reconsideration by the Audit Committee. A representative of RSM will attend the meeting to respond to questions. The filing discloses no disagreements with prior auditor Deloitte for the periods covered and notes that a previously reported material weakness was remediated as of January 31, 2024. The Audit Committee describes its oversight role and fees paid to RSM. The Board recommends a vote FOR this ordinary, routine auditor ratification to provide governance validation of the auditor choice.
Non-binding, advisory vote to approve the compensation of the named executive officers as described in the proxy.
The non-binding proposal asks stockholders to approve, on an advisory basis, the compensation paid to the named executive officers as disclosed in the proxy statement. Management supports the proposal and recommends a vote FOR. The company explains its compensation philosophy — competitive pay, significant incentive-based compensation tied to revenue, Adjusted EBITDA and free cash flow metrics, long-term performance RSUs and PSUs tied to specific growth targets, and stock ownership guidelines. The Compensation Committee retains discretion and may adjust outcomes; in FY2026 it exercised negative discretion and withheld annual cash bonuses despite threshold revenue performance. The advisory vote is not binding but the Board and Compensation Committee will consider the result when making future decisions. This is a routine governance vote aligned with SEC requirements and the Board’s practice of annual advisory votes on executive pay.
Approve the Lakeland Industries, Inc. 2026 Equity Incentive Plan to replace the 2017 Plan, authorizing up to 700,000 shares for future equity awards.
The company asks shareholders to approve the 2026 Equity Incentive Plan to replace the 2017 Plan and authorize 700,000 shares for grants to employees, directors and consultants. Management argues the plan is essential for recruiting, retention and aligning employee incentives with long-term shareholder value and notes the 2017 Plan expires June 21, 2027. The plan includes typical governance protections: no evergreen increases, prohibition on repricing options without shareholder approval, minimum vesting periods (with limited exceptions), limits on non-employee director compensation, independent committee administration, anti-hedging and clawback provisions, and features to accommodate IoS/NQSO grants, RSUs, PSUs, SARs and change-in-control adjustments. The Board recommends FOR, framing the plan as necessary to maintain competitive compensation and preserve cash while aligning management and shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Private Capital Management, LLC | 11.2% | 1,202,433 | $11M |
| 2 | ROYCE ASSOCIATES LP | 10.7% | 1,150,623 | $10M |
| 3 | Pacific Ridge Capital Partners, LLC | 7.2% | 772,015 | $7M |
| 4 | VANGUARD GROUP INC | 4.0% | 432,077 | $4M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.9% | 419,464 | $4M |
| 6 | BlackRock, Inc. | 2.7% | 291,340 | $3M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 2.2% | 233,902 | $2M |
| 8 | BlackRock, Inc. | 2.0% | 219,364 | $2M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 181,978 | $2M |
| 10 | Expect Equity LLC | 1.5% | 166,061 | $1M |
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