26 unchanged sentences
We are not including the information available on or through our website as part of, or incorporating such information by reference into, this Annual Report on Form 10-K.
−Removed: Pursuant to General Instruction G(3), certain information with respect to our executive officers is set forth under the caption “Information about Our Executive Officers” as of March 25, 2022 in this Annual Report on Form 10-K.
+Added: Pursuant to General Instruction G(3), certain information with respect to our executive officers is set forth under the caption “Information about Our Executive Officers” as of March 17, 2023 i n this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
45 unchanged sentences
Voting Trust Agreement, dated November 1, 2021, by and between Stephen L.
−Removed: Schlecht, as trustee, and Duluth Holdings Inc.*
−Removed: Summary of Outside Director Compensation Program.
+Added: Schlecht, as trustee, and Duluth Holdings Inc., incorporated by reference to Exhibit 9.1 of the Company’s Annual Report on Form 10-K filed March 25, 2022.
+Added: Summary of Outside Director Compensation Program incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed June 3, 2022.
2015 Equity Incentive Plan of Duluth Holdings Inc., incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed December 18, 2015.
18 unchanged sentences
Form of Restrictive Covenant Agreement, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated July 24, 2017.
−Removed: 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 Lenders Party Thereto, and BMO Capital Markets Corp., as Sole Lead Arranger and Sole Book Runner, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated May 17, 2018.
−Removed: General Security Agreement, dated of May 17, 2018, by and between Duluth Holdings Inc.
−Removed: and BMO Harris Bank N.A., incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated May 17, 2018.
−Removed: Amendment No.
−Removed: 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.
First Amended and Restate Employment Agreement, dated as of May 27, 2021, between Stephen L.
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.
−Removed: Offer Letter dated January 24, 2020 by and between Christopher M.
−Removed: Teufel and Duluth Holdings Inc.*
+Added: Employment Agreement between Duluth Holdings Inc.
+Added: and Samuel M.
+Added: Sato dated May 3, 2021, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on 10-Q dated June 4, 2021.
Offer Letter dated January 24, 2020 by and between David S.
−Removed: Homolka and Duluth Holdings Inc.*
+Added: Homolka and Duluth Holdings Inc., incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K, filed March 25, 2022.+
Offer Letter dated January 24, 2020 by and between Richard W.
−Removed: Schlecht and Duluth Holdings Inc.*
+Added: Schlecht and Duluth Holdings Inc., incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K, filed March 25, 2022.+
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.
1 unchanged sentence
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: Duluth Holdings Inc.
+Added: Executive Change in Control Severance Plan incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 14, 2022.+
+Added: Duluth Holdings Inc.
+Added: Executive General Severance Plan Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated April 14, 2022.+
+Added: First Amendment, dated as of July 8, 2022, 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 July 8, 2022.
+Added: Offer Letter dated March 14, 2022 by and between Neala Shepherd and Duluth Holdings Inc.*+
+Added: Offer Letter dated July 27, 2022 by and between Albert J.
+Added: Sutera and Duluth Holdings Inc., incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q dated September 2, 2022.+
Consent of KPMG LLP.*
−Removed: Consent of Grant Thornton LLP.*
Power of Attorney.*
15 unchanged sentences
** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”
−Removed: FORM 10-K SUMMARY
+Added: F ORM 10-K SUMMARY
Not applicable.
26 unchanged sentences
Folliard, David C.
−Removed: Finch, Brenda I.
−Removed: Morris, Stephen L.
+Added: Finch, Susan J.
+Added: Riley, Stephen L.
Schlecht and Scott K.
−Removed: /s/ Dave Loretta
+Added: /s/ David Loretta
March 17, 2023
3 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.