DEF 14A

DEF 14A 1 d766132ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

LIFETIME BRANDS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

Dear Fellow Stockholder:

I invite you to participate in our Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 20, 2024 at 10:30 a.m. Eastern Time, which will be virtual only and conducted via live webcast at meetnow.global/M9YAJCU. Information on how to participate in the Annual Meeting can be found on page 12 of the Proxy Statement.

At the Annual Meeting, you will be asked: to elect a board of nine directors; to ratify the appointment of our independent registered public accounting firm; to approve the 2023 compensation of the Company’s named executive officers; to approve the frequency with which stockholders are provided an advisory vote on executive compensation; and to approve an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan.

We are taking advantage of the Securities and Exchange Commission rules that allow companies to provide their stockholders with access to proxy materials over the Internet. On or about May 6, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders informing them that our Proxy Statement, Annual Report for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) and voting instructions are available online. As more fully described in that Notice, all stockholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials. This allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a fast and efficient manner. You can also visit our website, www.lifetimebrands.com, where you will find this Proxy Statement and our 2023 Annual Report, free of charge.

On behalf of our directors and our management team, I thank you for your continued support of Lifetime Brands.

Best regards,

/s/ Jeffrey Siegel

Jeffrey Siegel

Chairman of the Board of Directors

April 25, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 20, 2024: On or about May 6, 2024, we will begin mailing the Notice of Internet Availability of Proxy Materials to our stockholders advising them that this Proxy Statement, the 2023 Annual Report and voting instructions can be accessed over the Internet at www.envisionreports.com/LCUT. You may then access these proxy materials over the Internet, or you may request that a printed copy of the materials be sent to you. If you want to receive a paper or e-mail copy of these proxy materials, you must request one over the Internet at www.envisionreports.com/LCUT, by calling toll free 1-866-641-4276, or by sending an e-mail to investorvote@computershare.com with “Proxy Materials Lifetime Brands, Inc.” in the subject line. There is no charge to you for requesting a copy.

LOGO

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 20, 2024, 10:30 a.m. Eastern Time

1000 Stewart Avenue, Garden City, New York 11530

Notice is hereby given that the Annual Meeting of Stockholders of Lifetime Brands, Inc., a Delaware corporation (the “Company”), will be held online via live webcast at meetnow.global/M9YAJCU on Thursday, June 20, 2024 at 10:30 a.m. Eastern Time (the “Annual Meeting”), for the following purposes:

(1)

To elect a board of directors of the nine nominees named in the accompanying Proxy Statement, each to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

(2)

To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024;

(3)

To approve, on a non-binding advisory basis, the 2023 compensation of the Company’s named executive officers;

(4)

To approve, on a non-binding advisory basis, the frequency with which stockholders are provided an advisory vote on executive compensation; and

(5)

To approve an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan.

In addition to the foregoing, the Annual Meeting will include the transaction of such other business as may properly come before the meeting, or any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof.

Stockholders of record at the close of business on April 22, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof. A complete list of the stockholders entitled to vote at the Annual Meeting may be accessed electronically, upon request, starting ten (10) days prior to the Annual Meeting by contacting our Corporate Secretary via email at sara.shindel@lifetimebrands.com. In addition, such stockholder list will be posted on the virtual meeting website and will be accessible during the Annual Meeting.

The Annual Meeting will be held online only via live webcast and there will be no physical location for stockholders to attend the Annual Meeting. Stockholders will be able to vote electronically and submit questions prior to the Annual Meeting by logging in at meetnow.global/M9YAJCU and entering their 15-digit control number or may vote and ask questions during the Annual Meeting by logging in and entering the required information at the meeting date and time. Guests may log in to the website and virtually attend the Annual Meeting, but only stockholders who have 15-digit control numbers will be able to vote and ask questions.

By Order of the Board of Directors,

/s/ Sara Shindel

Sara Shindel

General Counsel and Corporate Secretary

Garden City, New York

April 25, 2024

Forward-Looking Statements

The Company cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company’s control. Words such as “approximate,” “outlook,” “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “goal,” “should,” and similar expressions may identify forward-looking statements. The following factors, in addition to those disclosed in “ITEM 1A. RISK FACTORS” of our 2023 Annual Report and in our other filings made with the SEC could cause actual results to differ materially from those expressed or implied in any of the forward-looking statements included in this Proxy Statement: social unrest, including related protests and disturbances; the emergence, continuation and consequences of geopolitical conflicts including: the conflicts in Ukraine, Israel and surrounding areas and the possible expansion of such conflicts; macro-economic challenges, including inflationary impacts and disruptions to the global supply chain; failure to appropriately address emerging environmental, social, and governance matters, including new and emerging government regulations designed to address climate change; failure to protect our reputation; or ability to attract or retain talent. There can be no assurance that the forward-looking statements included in this Proxy Statement will prove to be accurate, and new risks may emerge from time to time. Except as may be required by applicable law, the Company assumes no obligation to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

Table of Contents


MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS			2

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			4

PROXY STATEMENT SUMMARY			6

PROXY STATEMENT			10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			14

PROPOSAL NO. 1: ELECTION OF DIRECTORS			16

EXECUTIVE OFFICERS			21

CORPORATE GOVERNANCE			22

DIRECTOR COMPENSATION			28

COMPENSATION DISCUSSION AND ANALYSIS			30

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024			54

AUDIT COMMITTEE REPORT			56

PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION			57

PROPOSAL NO. 4: ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION			58

PROPOSAL NO. 5: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN			59

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			69

PROXY STATEMENT SUMMARY

2023 PERFORMANCE

The Company’s financial results for 2023 included the following:

•

Net sales were $686.7 million in 2023, as compared to net sales of $727.7 million in 2022.

•

Adjusted income from operations was $48.9 million in 2023, as compared to $49.4 million in 2022.⁽¹⁾

•

Net loss was $(8.4) million in 2023, as compared to a net loss of $(6.2) million in 2022.

•

Adjusted net income was $11.0 million in 2023, as compared to $17.6 million in 2022.⁽¹⁾

•

Adjusted EBITDA was $57.3 million in 2023, as compared to $58.2 million in 2022.⁽¹⁾

⁽¹⁾ These amounts represent non-GAAP financial measures. A reconciliation of these measures to the most directly comparable GAAP measure is included in Appendix A.

VOTING MATTERS & BOARD RECOMMENDATIONS


Proposal No.	Proposal	Board Recommends
1	To elect a board of directors of the nine nominees named in this Proxy Statement, each to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.	FOR each nominee

2	To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.	FOR

3	To approve, on a non-binding advisory basis, the 2023 compensation of the Company’s named executive officers.	FOR

4	To approve, on a non-binding advisory basis, the frequency with which stockholders are provided an advisory vote on executive compensation.	FOR the option of a one-year frequency

5	To approve an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan.	FOR

BOARD NOMINEES AND COMMITTEE ASSIGNMENTS

There are nine director nominees for election at our Annual Meeting. Each nominee will hold office until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. All of the nominees are currently serving as directors of the Company and were elected to the Board of Directors (the “Board”) at the 2023 Annual Meeting of Stockholders.

Name

Age

Main Occupation

Joined Board

Committee Assignment

Jeffrey Siegel

Chairman of the Board, Former Executive Chairman¹, Lifetime Brands, Inc.

1967

Chairman, Exec (Chair), ESG

Robert B. Kay

CEO, Lifetime Brands, Inc.

2018

Exec, ESG

Rachael A. Jarosh

Former President and CEO, Enactus

2020

Nom/Gov, Comp, ESG

Cherrie Nanninga

Partner, Real Estate Solutions Group, LLC

2003

Nom/Gov, Comp (Chair)

Craig Phillips

Retired, Senior VP – Distribution², Lifetime Brands, Inc.

1974

Audit

Veronique Gabai-Pinsky

Former Global President, The Vera Wang Group

2020

ESG (Chair)

Bruce G. Pollack

Managing Partner, Centre Partners Management LLC

2018

Nom/Gov, Comp

Michael J. Regan*

Retired Certified Public Accountant

2012

Nom/Gov (Chair), Audit (Chair), Exec

Michael Schnabel

Senior Partner, Centre Partners Management LLC

2018

Audit

Abbreviations: Nom/Gov = Nominating/Governance Committee; Audit = Audit Committee; Comp = Compensation Committee; Exec = Executive Committee; ESG = ESG Committee

* Independent Lead Director

¹ Mr. J. Siegel ceased serving as Executive Chairman, effective March 31, 2023.

² Mr. Phillips retired and resigned as Senior Vice-President – Distribution, effective January 2, 2015.

INFORMATION ABOUT THE BOARD OF DIRECTORS

The following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed by our current directors.

Diversity


Board Diversity Matrix (as of April 25, 2024)
Board Size:
Total Number of Directors			9 (as of April 25, 2024)
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		3		6		—		—
Part II: Demographic Background
African American or Black		—		—		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Hispanic or Latinx		—		1		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		3		6		—		—
Two or More Races or Ethnicities		—		1		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

CORPORATE GOVERNANCE PRACTICES

Our corporate governance practices include the following best practices:

● corporate governance guidelines;

● a majority vote director resignation policy;

● a declassified Board, with the annual election of directors;

● a compensation philosophy for named executive officers aligning compensation with short-term and long-term performance, including drivers of stockholder value;

● stock ownership guidelines for directors;

● stock ownership guidelines for our named executive officers;

● stockholders can take action by written consent;

● anti-hedging provisions;

● our Clawback Policy (as defined below);

● stockholders have the right to remove directors with or without cause;

● our strong corporate citizenship, including our donation practices, our partnership with organizations and our avoidance of the use of conflict minerals;

● our commitment to having a diverse Board as a total of 44% of our Board (four of nine) is composed of female and/or racially diverse directors, with 11% of our Board (one of nine) composed of a director who self-identifies as an underrepresented minority (in each case, as of April 22, 2024); and

● our Code of Business Conduct and Ethics.

ESG STRATEGY

We believe that our practices and procedures should align, where practicable, with our environmental, social and governance (“ESG”) strategies. We continue to formalize some of the ways we manage ESG-related activities. The Board formed an ESG Committee in 2021 that is tasked with overseeing the Company’s overall ESG strategy. The ESG Committee will consider strategies relevant to the Company’s ESG practices in a manner aligned with the Company’s overall business strategy. The ESG Committee also oversees and monitors the Company’s strategies relating to human capital management and diversity and inclusion initiatives. Where appropriate, the ESG Committee liaises with the full Board on risk management relevant to ESG matters.

The Company has successfully implemented strategies such as donating thousands of products to soup kitchens near our major offices under the Lifetime Cares program and participating in the How2Recycle initiative to provide consistent and transparent on-package disposal instructions for consumers.

In an effort to align ESG initiatives with our business strategy, the Company expects to continue to engage in the following practices:

•

track the Company’s use of environmentally-preferred materials in products and packaging;

•

meet quarterly with all product design leaders to discuss best practices for using environmentally-preferred materials;

•

introduce products with environmentally-preferred materials where practicable;

SEC Form DEF 14A filed by Lifetime Brands Inc.