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LANDS' END, INC. Proxy Solicitation & Information Statement 2019

Mar 29, 2019

32951_rns_2019-03-29_d213f421-7ddc-4833-887d-cf758d9e9683.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d698912ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for use of the Commission Only (as permitted by Rule 14c-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12

LANDS’ END, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined.):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 9, 2019.

LANDS’ END, INC. Meeting Type: Annual Meeting
For holders as of: March 11, 2019
Date: May 9, 2019 Time: 9:00 a.m. Central Time
Location: Gary C. Comer Activity Center
3 Lands’ End Lane
Dodgeville,WI 53595
You are receiving this communication
because you hold shares in the company named above.
LANDS’ END, INC. 1 LANDS’ END LANE DODGEVILLE, WISCONSIN 53595 This is not a ballot. You cannot use
this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.co m or
easily request a paper copy (see reverse side).
We encourage you to access and review
all of the important information contained in the proxy materials before voting.
See the reverse
side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

| | Proxy Materials Available to
VIEW or RECEIVE: |
| --- | --- |
| | NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM
10-K How to View Online: Have the information that is
printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you
want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : [email protected] * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before April 25, 2019 to facilitate timely delivery. |
| | — How To Vote — Please Choose One of the Following Voting Methods |
| ● | Vote In Person: You may choose to attend, and vote in person at the stockholder meeting.
Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting
attendance, as well as directions on how to get to the Meeting location. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the
arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Meeting Admission: An admission ticket (or other acceptable proof of stock
ownership) and a form of government-issued photo identification (such as a valid driver’s license or passport) will be required for admission to the Annual Meeting. Only stockholders who own Lands’ End common stock as of the close of
business on March 11, 2019 will be entitled to attend the Annual Meeting. An admission ticket will serve as verification of your ownership. |

Voting Items

The Board of Directors recommends you vote FOR the following:

  1. Election of Directors
Nominees: — 01) Robert Galvin 05) John T. McClain
02) Jerome S. Griffith 06) Maureen Mullen
03) Elizabeth Leykum 07) Jignesh Patel
04) Josephine Linden 08) Jonah Staw

The Boa r d of Di r ectors r ecommends you vote FOR p r oposals 2, 3 and 4:

  1. Advisory vote to approve the compensation of our Named Executive Officers.

  2. Approve the Lands’ End, Inc. Amended and Restated 2017 Stock Plan.

  3. Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2019.

NOTE: Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.