STOCK TITAN
  1. Home
  2. Sec-filings
  3. DLTH
  4. [8-K] DULUTH HOLDINGS INC. Reports Material Event

Duluth Holdings (DLTH) 2026 annual meeting backs board, pay and KPMG

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Duluth Holdings Inc. reported the results of its annual shareholder meeting held on June 3, 2026. Shareholders elected eight directors, with Class A shares casting 33,642,000 votes for each nominee and no withhold votes. Class B support for nominees ranged from 21,325,684 to 23,236,107 votes for, with relatively small withhold totals and broker non-votes recorded.

Shareholders also held an advisory vote on executive compensation. Class A shares cast 33,642,000 votes for the pay program and none against, while Class B shares cast 22,646,088 votes for, 829,732 against, and 29,028 abstentions, with 6,089,200 broker non-votes. The appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027 received 33,642,000 Class A votes for and, for Class B shares, 29,562,705 votes for, 26,205 against, and 5,138 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Class A votes per director nominee 33,642,000 votes for Director elections at June 3, 2026 annual meeting
Class B support for Stephanie L. Pugliese 23,236,107 votes for; 268,741 withhold Director election, Class B shares
Say-on-pay Class A result 33,642,000 for; 0 against Advisory vote on executive compensation
Say-on-pay Class B result 22,646,088 for; 829,732 against; 29,028 abstain Advisory vote on executive compensation
Auditor ratification Class B votes 29,562,705 for; 26,205 against; 5,138 abstain Ratification of KPMG LLP for fiscal year ending Jan 31, 2027
Broker non-votes on say-on-pay (Class B) 6,089,200 broker non-votes Advisory vote on executive compensation
broker non-votes financial
"Class B | 22,646,088 | 829,732 | 29,028 | 6,089,200"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"approve, by an advisory vote, the compensation of our named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"ratify the appointment of KPMG LLP as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
annual meeting of shareholders financial
"At the annual meeting of shareholders of Duluth Holdings Inc."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
0001649744false00016497442026-06-032026-06-03

 

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): June 03, 2026

 

 

Duluth Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Wisconsin

001-37641

39-1564801

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

201 East Front Street

 

Mount Horeb, Wisconsin

 

53572

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 608 424-1544

 

 

(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class B Common Stock, No Par Value

 

DLTH

 

Nasdaq Global Select Market

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. ☐

 

 

1

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of Duluth Holdings Inc. (the “Company”) held on June 3, 2026 (the “Annual Meeting”), our shareholders voted on proposals to: (1) elect the eight individuals nominated by the Board of Directors of the Company to serve as directors until the 2027 Annual Meeting; (2) approve, by an advisory vote, the compensation of our named executive officers as described in our proxy statement; and (3) ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 31, 2027.

The final voting results on these proposals are as follows:

(1) Election of the below-named nominees to the Board of Directors of the Company:

Nominee

 

Class of Common Stock

 

Number of Votes FOR

 

Withhold Authority

 

Broker Non-Votes

Stephen L. Schlecht

 

Class A

 

33,642,000

 

0

 

0

 

Class B

 

21,325,684

 

2,179,164

 

6,089,200

 

 

 

 

 

 

 

 

 

Stephanie L. Pugliese

 

Class A

 

33,642,000

 

0

 

0

 

 

Class B

 

23,236,107

 

268,741

 

6,089,200

 

 

 

 

 

 

 

 

 

David C. Finch

 

Class A

 

33,642,000

 

0

 

0

 

 

Class B

 

21,522,289

 

1,982,559

 

6,089,200

 

 

 

 

 

 

 

 

 

Janet H. Kennedy

 

Class A

 

33,642,000

 

0

 

0

 

 

Class B

 

23,208,610

 

296,238

 

6,089,200

 

 

 

 

 

 

 

 

 

Brett L. Paschke

 

Class A

 

33,642,000

 

0

 

0

 

 

Class B

 

21,797,192

 

1,707,656

 

6,089,200

 

 

 

 

 

 

 

 

 

Susan J. Riley

 

Class A

 

33,642,000

 

0

 

0

 

 

Class B

 

23,209,517

 

295,331

 

6,089,200

 

 

 

 

 

 

 

 

 

Ronald Robinson

 

Class A

 

33,642,000

 

0

 

0

 

 

Class B

 

22,747,764

 

757,084

 

6,089,200

 

 

 

 

 

 

 

 

 

Scott K. Williams

 

Class A

 

33,642,000

 

0

 

0

 

 

Class B

 

21,824,658

 

1,680,190

 

6,089,200

(2) Advisory vote on the compensation of our named executive officers

Class of Common Stock

 

Number of Votes FOR

 

Number of Votes Against

 

Absentations

 

Broker Non-Votes

Class A

 

33,642,000

 

0

 

0

 

0

Class B

 

22,646,088

 

829,732

 

29,028

 

6,089,200

(3) Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 31, 2027:

Class of Common Stock

 

Number of Votes FOR

 

Number of Votes Against

 

Absentations

 

Broker Non-Votes

Class A

 

33,642,000

 

0

 

0

 

0

Class B

 

29,562,705

 

26,205

 

5,138

 

0

 

 

2

 

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.

 

 

 

DULUTH HOLDINGS INC.

 

 

 

 

Date:

June 8, 2026

By:

/s/ Heena Agrawal

 

 

Name:

Heena Agrawal

 

 

Title:

Senior Vice President and Chief Financial Officer

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Duluth Holdings Inc. (DLTH) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing eight directors, holding an advisory vote on executive compensation, and ratifying KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027. Each proposal received strong support across Class A and Class B shares.

How did Duluth Holdings (DLTH) shareholders vote on director elections in 2026?

All eight director nominees received substantial support. Class A shares cast 33,642,000 votes for each nominee with no withhold votes. Class B support ranged from 21,325,684 to 23,236,107 votes for each nominee, with limited withhold votes and broker non-votes also recorded for Class B shares.

What were the 2026 advisory vote results on Duluth Holdings (DLTH) executive compensation?

Executive compensation received strong backing. Class A shareholders cast 33,642,000 votes for and none against. Class B shareholders cast 22,646,088 votes for, 829,732 against, and 29,028 abstentions, with 6,089,200 broker non-votes. This reflects broad shareholder support for the company’s named executive officer pay program.

Did Duluth Holdings (DLTH) shareholders ratify KPMG LLP as auditor for fiscal 2027?

Yes. Class A shareholders cast 33,642,000 votes for ratifying KPMG LLP with no votes against or abstentions. Class B shareholders cast 29,562,705 votes for, 26,205 against, and 5,138 abstentions, with no broker non-votes. This confirms continued shareholder approval of KPMG as auditor.

How did Class A and Class B votes differ in Duluth Holdings (DLTH) 2026 meeting?

Class A shares consistently cast 33,642,000 votes for all directors, executive compensation, and KPMG LLP, with no opposition or abstentions. Class B shares also supported all proposals but showed some withhold, against, and abstention votes, plus broker non-votes on director elections and the advisory compensation vote.

Filing Exhibits & Attachments

1 document

Other Documents