Document


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 24, 2018
LANDS' END, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
 
001-09769
 
36-2512786
 
 
 
 
 
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

1 Lands’ End Lane
Dodgeville, Wisconsin
 
53595
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (608) 935-9341
Not Applicable
(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 (See General Instructions 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))

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 May 24, 2018, Lands’ End, Inc. (the “Company”) held its annual meeting of stockholders (the "Annual Meeting"). The items submitted to a stockholder vote at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 6, 2018. The results of such stockholder vote are set forth below.
1.
 
Election of Directors. Robert Galvin, Jerome S. Griffith, Elizabeth Leykum, Josephine Linden, John T. McClain, Jignesh Patel, and Jonah Staw were elected to the Board of Directors of the Company for a one-year term expiring at the 2019 Annual Meeting of Stockholders or until their successors are elected and qualified. The votes on this matter were as follows:
Name
For
Withheld
Broker Non-Votes
Robert Galvin
28,658,392
720,774
1,531,478
Jerome S. Griffith
28,656,350
722,816
1,531,478
Elizabeth Leykum
28,656,233
722,933
1,531,478
Josephine Linden
28,657,750
721,416
1,531,478
John T. McClain
29,361,933
17,233
1,531,478
Jignesh Patel
29,357,353
21,813
1,531,478
Jonah Staw
29,361,003
18,163
1,531,478
2.
 
Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes on this matter were as follows:
For
Against
Abstain
Broker Non-Votes
27,117,365
2,064,478
197,323
1,531,478
3.
 
Advisory Vote to Approve the frequency of holding future stockholder votes regarding the Compensation of the Company’s Named Executive Officers.  The stockholders voted, on a non-binding advisory basis, to hold an advisory vote on the compensation of the Company’s named executive officers every year. The votes on this matter were as follows:

1 Year
2 Years
3 Years
Abstain
28,720,558
18,513
38,599
601,496

 
 
Based on the results of the vote, and consistent with the Board of Director’s recommendation, the Company has determined to hold a non-binding advisory vote regarding executive compensation every year until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation.

4.
 
Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2018. The stockholders ratified the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018. The votes on this matter were as follows:
For
Against
Abstain
30,850,806
28,704
31,134



1


SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
LANDS' END, INC.

 
 
Date: May 24, 2018
By:  /s/ Peter L. Gray              
 
Name: Peter L. Gray
 
Title: Executive Vice President, Chief Administrative Officer and General Counsel