11 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Grant Thornton LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting.
+Added: KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during our fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: There were no material impacts, due to COVID-19 and the resulting need to close our books remotely, or our ability to maintain internal control over financial reporting and disclosure controls and procedures for the fiscal year ended January 31, 2021.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable .
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Information required by this Item concerning our directors, audit committee, and audit committee financial experts and compliance with Section 16(a) of the Exchange Act is incorporated by reference to information under the captions “Proposal One:
+Added: Information required by this Item concerning our directors, audit committee, and audit committee financial experts and compliance with Section 16(a) of the Exchange Act is incorporated by reference to information under the captions “Proposal
Election of Directors” and “Delinquent Section 16(a) Reports” in our definitive proxy statement for our 2022 annual meeting of shareholders to be held on May 26, 2022 (the “Proxy Statement”).
52 unchanged sentences
Description of Registrant’s Securities.
−Removed: Employment Agreement between Duluth Holdings Inc.
−Removed: and Stephen L.
−Removed: Schlecht, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-207300), filed October 6, 2015.
+Added: Voting Trust Agreement, dated November 1, 2021, by and between Stephen L.
+Added: Schlecht, as trustee, and Duluth Holdings Inc.*
Summary of Outside Director Compensation Program.
24 unchanged sentences
1, dated as of April 30, 2020, to Credit Agreement, dated as of May 17, 2018, among Duluth Holdings Inc., as the borrower, BMO Harris Bank N.A., as Administrative Agent, Swingline Lender and L/C Issuer, the Other Lender party thereto, and BMO Capital Markets Corp., as Sole Lead Arranger and Sole Bookrunner, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed June 5, 2020.
−Removed: Consent of Independent Registered Public Accounting Firm.*
+Added: First Amended and Restate Employment Agreement, dated as of May 27, 2021, between Stephen L.
+Added: Schlecht and the Company, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q dated September 3, 2021.
+Added: Offer Letter dated January 24, 2020 by and between Christopher M.
+Added: Teufel and Duluth Holdings Inc.*
+Added: Offer Letter dated January 24, 2020 by and between David S.
+Added: Homolka and Duluth Holdings Inc.*
+Added: Offer Letter dated January 24, 2020 by and between Richard W.
+Added: Schlecht and Duluth Holdings Inc.*
+Added: Credit Agreement, dated as of May 14, 2021, among Duluth Holdings Inc., the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, BofA Securities, Inc., as a Joint Lead Arranger and Sole Bookrunner, and Keybanc Capital Markets Inc., as a Joint Lead Arranger, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated May 14, 2021.
+Added: Security Agreement, dated as of May 14, 2021, by and between Duluth Holdings Inc.
+Added: and Bank of America, N.A., incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated May 14, 2021.
+Added: Consent of KPMG LLP.*
+Added: Consent of Grant Thornton LLP.*
Power of Attorney.*
19 unchanged sentences
DULUTH HOLDINGS INC.
−Removed: /s/ Stephen L.
−Removed: Executive Chairman and Chief Executive Officer
+Added: /s/ Samuel M.
+Added: President and Chief Executive Officer
March 25, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.
−Removed: /s/ Stephen L.
−Removed: Executive Chairman and
+Added: /s/ Samuel M.
+Added: President and
Chief Executive Officer
13 unchanged sentences
March 25, 2022
−Removed: David Coolidge III, Francesca M.
+Added: Sato, Brett L.
+Added: Paschke, Francesca M.
Edwardson, Thomas G.
1 unchanged sentence
Finch, Brenda I.
−Removed: Morris and Scott K.
+Added: Morris, Stephen L.
+Added: Schlecht and Scott K.
/s/ Dave Loretta
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.