Duluth (DLTH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, to elect eight directors, approve executive compensation by advisory vote, and ratify KPMG LLP as independent auditors for fiscal 2026.

• Shareholders of record as of March 27, 2026, are entitled to vote, with voting available online, by phone, or by mail.

• The company uses a dual-class share structure: Class A shares have ten votes each, Class B shares have one vote each, voting together as a single class.

Voting matters and shareholder proposals

• Proposals include election of eight directors, advisory approval of executive compensation, and ratification of KPMG LLP as auditors.

• Shareholder proposals for the 2027 meeting must be submitted between February 3 and March 5, 2027, following SEC and bylaw requirements.

Board of directors and corporate governance

• The board consists of eight directors, six of whom are independent under NASDAQ rules.

• The company is a “controlled company” under NASDAQ rules due to majority voting power held by S. Schlecht, but maintains independent committees.

• Board committees include Audit, Compensation, and Nominating and Governance, each with written charters and independent members.

• Directors attended at least 75% of meetings in fiscal 2025; the board held twelve meetings.

• There is a general retirement age of 77 for directors, with exceptions at board discretion.