LIFETIME BRANDS, INC. Files Definitive Proxy Statement for 2024 Annual Meeting

TL;DR

<b>LIFETIME BRANDS, INC. has filed its definitive proxy statement for the upcoming Annual Meeting on June 20, 2024, detailing proposals for director elections, executive compensation, and equity plan amendments.</b>

AI Summary

LIFETIME BRANDS, INC (LCUT) filed a Proxy Statement (DEF 14A) with the SEC on April 25, 2024. Annual Meeting scheduled for June 20, 2024, conducted virtually via webcast. Proposals include election of nine directors and ratification of independent auditors. Stockholders will vote on 2023 executive compensation and the frequency of advisory votes. Approval sought for an amendment and restatement of the 2000 Long-Term Incentive Plan. Notice of Internet Availability of Proxy Materials to be mailed around May 6, 2024.

Why It Matters

For investors and stakeholders tracking LIFETIME BRANDS, INC, this filing contains several important signals. The virtual-only format of the Annual Meeting aims to increase accessibility and reduce costs associated with physical gatherings. The company is leveraging SEC rules for internet availability of proxy materials to streamline distribution and conserve resources.

Risk Assessment

Risk Level: — LIFETIME BRANDS, INC shows moderate risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational red flags, indicating standard corporate governance procedures.

Analyst Insight

Stockholders should review the proposals regarding director elections, executive compensation, and the long-term incentive plan before the June 20, 2024 meeting.

Key Numbers

• 9 — Directors (Number of directors to be elected)
• 2023 — Fiscal Year (Executive compensation for this year is subject to approval)

Key Players & Entities

• LIFETIME BRANDS, INC. (company) — Registrant
• June 20, 2024 (date) — Annual Meeting date
• May 6, 2024 (date) — Mailing date for Notice of Internet Availability
• 2000 Long-Term Incentive Plan (plan) — Plan to be amended and restated

FAQ

Industry Context

Lifetime Brands, Inc. operates in the housewares industry, manufacturing and marketing a wide range of products for home entertaining and food preparation.

Regulatory Implications

The filing adheres to SEC regulations for proxy solicitations, ensuring transparency and proper disclosure to shareholders regarding corporate actions and voting matters.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Understand the details of the proposed amendment to the 2000 Long-Term Incentive Plan.
3. Evaluate the company's 2023 executive compensation and the proposed frequency for advisory votes.

Key Dates

• 2024-06-20: Annual Meeting of Stockholders — Key date for voting on corporate matters.
• 2024-05-06: Mailing of Notice of Internet Availability of Proxy Materials — Indicates when stockholders will be informed about proxy material access.

Year-Over-Year Comparison

This is a DEF 14A filing, indicating it is the definitive proxy statement for the upcoming annual meeting, following any preliminary filings.

Key Financial Figures

• $686.7 million — ncluded the following: Net sales were $686.7 million in 2023, as compared to net sales of $7
• $727.7 million — on in 2023, as compared to net sales of $727.7 million in 2022. Adjusted income from operatio
• $48.9 million — 2. Adjusted income from operations was $48.9 million in 2023, as compared to $49.4 million i
• $49.4 million — s $48.9 million in 2023, as compared to $49.4 million in 2022. (1) Net loss was $(8.4) mill
• $11.0 million — lion in 2022. Adjusted net income was $11.0 million in 2023, as compared to $17.6 million i
• $17.6 million — s $11.0 million in 2023, as compared to $17.6 million in 2022. (1) Adjusted EBITDA was $57.
• $57.3 million — lion in 2022. (1) Adjusted EBITDA was $57.3 million in 2023, as compared to $58.2 million i
• $58.2 million — s $57.3 million in 2023, as compared to $58.2 million in 2022. (1) (1) These amounts repres
• $0.01 — 56 shares of the Companys common stock, $0.01 par value, issued and outstanding. Each

Filing Documents

• d766132ddef14a.htm (DEF 14A) — 1316KB
• g766132dsp090.jpg (GRAPHIC) — 308KB
• g766132dsp091.jpg (GRAPHIC) — 238KB
• g766132g01r01.jpg (GRAPHIC) — 95KB
• g766132g02r01.jpg (GRAPHIC) — 43KB
• g766132g02r02.jpg (GRAPHIC) — 31KB
• g766132g03a01.jpg (GRAPHIC) — 55KB
• g766132g03a02.jpg (GRAPHIC) — 52KB
• g766132g16r01.jpg (GRAPHIC) — 30KB
• g766132g16r02.jpg (GRAPHIC) — 32KB
• g766132g17r01.jpg (GRAPHIC) — 31KB
• g766132g17r02.jpg (GRAPHIC) — 32KB
• g766132g17r03.jpg (GRAPHIC) — 32KB
• g766132g17r04.jpg (GRAPHIC) — 35KB
• g766132g17r05.jpg (GRAPHIC) — 35KB
• g766132g18r01.jpg (GRAPHIC) — 30KB
• g766132g18r02.jpg (GRAPHIC) — 32KB
• 0001193125-24-113918.txt (&nbsp;) — 2786KB

Forward-Looking Statements

Forward-Looking Statements The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Companys control. Words such as approximate, outlook, estimate, project, plan, believe, expect, anticipate, intend, goal, should, and similar expressions may identify forward-looking statements. The following factors, in addition to those disclosed in ITEM 1A. RISK FACTORS of our 2023 Annual Report and in our other filings made with the SEC could cause actual results to differ materially from those expressed or implied in any of the forward-looking statements included in this Proxy Statement: social unrest, including related protests and disturbances; the emergence, continuation and consequences of geopolitical conflicts including: the conflicts in Ukraine, Israel and surrounding areas and the possible expansion of such conflicts; macro-economic challenges, including inflationary impacts and disruptions to the global supply chain; failure to appropriately address emerging environmental, social, and governance matters, including new and emerging government regulations designed to address climate change; failure to protect our reputation; or ability to attract or retain talent. There can be no assurance that the forward-looking statements included in this Proxy Statement will prove to be accurate, and new risks may emerge from time to time. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. Table of Contents MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS 2 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 4 PROXY STATEMENT SUM

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14 PROPOSAL NO. 1: ELECTION OF DIRECTORS 16 EXECUTIVE OFFICERS 21 CORPORATE GOVERNANCE 22 DIRECTOR COMPENSATION 28 COMPENSATION DISCUSSION AND ANALYSIS 30 PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 54 AUDIT COMMITTEE REPORT 56 PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION 57 PROPOSAL NO. 4: ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION 58 PROPOSAL NO. 5: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANYS AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN 59 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS 69 5 Table of Contents PROXY STATEMENT SUMMARY 2023 PERFORMANCE The Companys financial results for 2023 included the following: Net sales were $686.7 million in 2023, as compared to net sales of $727.7 million in 2022. Adjusted income from operations was $48.9 million in 2023, as compared to $49.4 million in 2022. (1) Net loss was $(8.4) million in 2023, as compared to a net loss of $(6.2) million in 2022. Adjusted net income was $11.0 million in 2023, as compared to $17.6 million in 2022. (1) Adjusted EBITDA was $57.3 million in 2023, as compared to $58.2 million in 2022. (1) (1) These amounts represent non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measure is included in Appendix A. VOTING MATTERS & BOARD RECOMMENDATIONS Proposal No. Proposal Board Recommends &ensp;1 To elect a board of directors of the nine nominees named in this Proxy Statement, each to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. FOR each nominee &ensp;2 To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the FOR &

: Gender Identity

Part I: Gender Identity Directors 3 6

: Demographic Background

Part II: Demographic Background African American or Black Alaskan Native or Native American Asian Hispanic or Latinx 1 Native Hawaiian or Pacific Islander White 3 6 Two or More Races or Ethnicities 1 LGBTQ+ Did Not Disclose Demographic Background CORPORATE GOVERNANCE PRACTICES Our corporate governance practices include the following best practices: corporate governance guidelines; a majority vote director resignation policy; a declassified Board, with the annual election of directors; a compensation philosophy for named executive officers aligning compensation with short-term and long-term performance, including drivers of stockholder value; stock ownership guidelines for directors; stock ownership guidelines for our named executive officers; stockholders can take action by written consent; anti-hedging provisions; our Clawback Policy (as defined below); stockholders have the right to remove directors with or without cause; our strong corporate citizenship, including our donation practices, our partnership with organizations and our avoidance of the use of conflict minerals; our commitment to having a diverse Board as a total of 44% of our Board (four of nine) is composed of female and/or racially diverse directors, with 11% of our Board (one of nine) composed of a director who self-identifies as an underrepresented minority (in each case, as of April 22, 2024); and our Code of Business Conduct and Ethics. ESG STRATEGY We believe that our practices and procedures should align, where practicable, with our environmental, social and governance (ESG) strategies. We continue to formalize some of the ways we manage ESG-related activities. The Board formed an ESG Committee in 2021 that is tasked with overseeing the Companys overall ESG strategy. The ESG Committee will consider strategies relevant to the Companys ESG practices in a manner aligned with the Companys overall business strategy. The ESG Committee also oversees and monitors

View Full Filing

View this DEF 14A filing on SEC EDGAR