What changed in this filing

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Item 9A. Controls and Procedures

2022-04-21 compared with 2021-04-16 · 33 added, 18 removed, 153 unchanged (25% of the section changed)

2 unchanged sentences

Based on their evaluation as of the end of the period covered by this Form 10-K, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including the principal executive officer and principle financial officer, as appropriate to allow timely decisions regarding required disclosure.

Remediation of Material Weakness

In connection with our audit of the fiscal year 2020 consolidated financial statements, we and our independent registered public accounting firm determined that we had material weaknesses in our internal control over financial reporting.

These material weaknesses primarily pertained to process-level controls over product costing and valuation process to ensure the appropriate valuation of the inventory on hand at year-end.

During the year ended January 31, 2021, we implemented enhanced procedures to remediate the deficiencies in our internal control over financial reporting that resulted in the material weakness.

Specific remedial actions undertaken by management included, without limitation:

evaluating and remediating the design of controls related to bill of material changes;

evaluating and implementing consistent inventory valuation policies across all subsidiaries;

establishing standard costs within the enterprise resource planning system;

educating control owners concerning the principles and requirements of each control.

We have completed the process of implementing the aforementioned enhancements, and believe that we have remediated the material weaknesses in our internal control over financial reporting with respect to the valuation of the inventory on hand at year end.

Management’s Report on Internal Control over Financial Reporting

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Changes in Internal Control over Financial Reporting

Other than the remediation efforts described above, which were ongoing during the last fiscal quarter ended January 31, 2021, there were no other changes in the Company’s internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act during the quarter ended January 31, 2021 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no other changes in the Company’s internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act during the quarter ended January 31, 2022 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

EXECUTIVE COMPENSATION

The information required by Part III:

14 unchanged sentences

(1) The total reflected in column (c) includes shares available for grant as any type of equity award under our 2017 Equity Incentive Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14, PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Part III:

Item 10, Directors, Executive Officers and Corporate Governance;

Item 11, Executive Compensation;

Item 13, Certain Relationships and Related Transactions and Director Independence;

and Item 14, Principal Accountant Fees and Services is included in and incorporated by reference to Lakeland’s definitive proxy statement in connection with its Annual Meeting of Stockholders scheduled to be held in June 2022, to be filed with the Securities and Exchange Commission within 120 days following the end of Lakeland’s fiscal year ended January 31, 2022.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

7 unchanged sentences

Exhibits – See (b) below

Restated Certificate of Incorporation of Lakeland Industries, Inc., as amended (incorporated by reference to Exhibit 3.2 of Lakeland Industries, Inc.’s Form 10-Q filed December 7, 2011).

Restated Certificate of Incorporation of Lakeland Industries, Inc., as amended (incorporated by reference to Exhibit 4.1 of Lakeland Industries, Inc.’s Registration Statement on Form S-8 filed on September 3, 2021).

Amended and Restated Bylaws of Lakeland Industries Inc., (incorporated by reference to Exhibit 3.1 of Lakeland Industries, Inc.’s Form 8-K filed April 28, 2017).

Lakeland Industries, Inc.

2017 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of Lakeland Industries, Inc.’s Form 8-K filed June 22, 2017).

Employment Agreement dated February 11, 2021, between Allen E.

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Form 8-K filed June 25, 2015).

Amendment to Agreement for Purchase of Debts, dated effectively as of December 31, 2015 between Lakeland Industries Europe Ltd.

and HSBC Invoice Finance (UK) Limited (incorporated by reference to Exhibit 10.1 of Lakeland Industries, Inc.’s Form 8-K filed December 8, 2014).

Lease Agreement dated December 1, 2018, between Tamash S.A., as lessor and Lakeland Argentina S.R.L, as lessee (incorporated by reference to Exhibit 10.20 of Lakeland Industries, Inc.’s Form 10-K filed April 10, 2019)

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(incorporated by reference to Exhibit 10.4 of Lakeland Industries, Inc.’s Form 8-K filed June 30, 2020).

Employment Agreement, dated December 30, 2020, between Lakeland Industries, Inc.

and Steven L.

Harvey (incorporated by reference to Exhibit 10.1 of Lakeland Industries, Inc.’s Form 8-K filed January 5, 2021).*

Amendment No.

1 to Loan Agreement, dated as of June 18, 2021, by and between Lakeland Industries, Inc.

and Bank of America, N.A.

(incorporated by reference to Exhibit 10.1 of Lakeland Industries, Inc.’s Form 8-K filed June 24, 2021).

Lakeland Industries, Inc.

2017 Equity Incentive Plan, inclusive of all amendments through June 16, 2021 (incorporated by reference to Exhibit 4.3 of Lakeland Industries, Inc.’s Registration Statement on Form S-8 filed on September 3, 2021).*

Lakeland Industries, Inc.

Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of Lakeland Industries, Inc.’s Form 8-K filed June 21, 2021).*

Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of Lakeland Industries, Inc.

Form 10-Q for fiscal quarter ended July 31, 2021).*

Amendment to Employment Letter Agreement of Charles D.

Roberson (incorporated by reference to Exhibit 10.1 of Lakeland Industries, Inc.’s Form 8-K filed January 6, 2022).*

Lakeland Industries, Inc.

Code of Ethics, as amended on September 29, 2017 (incorporated by reference to Exhibit 14.1 of Lakeland Industries, Inc.’s Form 10-K filed April 10, 2019).

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Consent of Deloitte & Touche LLP, independent registered public accounting firm (filed herewith)

Consent of Friedman LLP, independent registered public accounting firm (filed herewith)

Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Interactive Data Files for the Registrant’s Form 10-K for the period ended January 31, 2022, formatted in Inline XBRL.

Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).

Indicates a management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY

_________________SIGNATURES_________________

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

13 unchanged sentences

(Principal Executive Officer)

Chief Financial Officer

Chief Operating and Financial Officer

April 21, 2022

14 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.

What changed 10-K

Item 9A. Controls and Procedures