Duluth (DLTH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 29, 2025, to elect eight directors, approve executive compensation, and ratify KPMG as auditor.

• Shareholders of record as of March 31, 2025, are eligible to vote; materials are available online.

• Board transitions include CEO retirement, interim CEO appointment, and new CEO effective May 5, 2025.

• Company operates as a controlled company under NASDAQ rules, with majority voting power held by a single individual.

Voting matters and shareholder proposals

• Proposals include election of eight directors, advisory vote on executive compensation, and ratification of KPMG as auditor.

• Shareholder proposals for the 2026 meeting must be submitted between January 29 and February 28, 2026.

Board of directors and corporate governance

• Board reduced to eight members after retirements; majority are independent under NASDAQ rules.

• New CEO, Stephanie L. Pugliese, joins the board and stands for election.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters.

• Board leadership structure separates chair and CEO roles; flexibility to revisit as needed.

• Directors are encouraged to attend annual meetings; all attended in 2024.