Lifetime Brands (LCUT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2026, to be held virtually; shareholders will vote on four key proposals, including director elections, auditor ratification, executive compensation, and an amendment to the long-term incentive plan.

• 2025 financial performance saw net sales of $647.9M (down from $683.0M in 2024), adjusted income from operations of $37.9M, and a net loss of $26.9M; adjusted net income improved to $17.6M.

• Proxy materials are available online, with options for shareholders to request paper copies.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, ratify Ernst & Young LLP as auditor for 2026, approve 2025 executive compensation (say-on-pay), and approve an amendment to the 2000 Long-Term Incentive Plan to increase available shares by 1,000,000.

• Board recommends voting FOR all proposals.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• Board will be reduced from ten to nine members after the meeting; eight nominees are incumbents, one is new.

• Board diversity: two female and one racially/ethnically diverse nominee.

• Majority of directors are independent; lead independent director role established.

• Board committees include Audit, Compensation, Nominating/Governance, and Executive; committee charters and governance guidelines are available online.

• ESG Committee dissolved; full Board now oversees ESG matters.