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

LOGO

Dear Fellow Stockholder:

I invite you to participate in our Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 18, 2026 at 10:30 a.m. Eastern Time, which will be virtual only and conducted via live webcast at meetnow.global/MSMSCDF. Information on how to participate in the Annual Meeting can be found on page 9 of the Proxy Statement.

At the Annual Meeting, you will be asked to: (i) elect a board of nine directors; (ii) ratify the appointment of our independent registered public accounting firm; (iii) approve the 2025 compensation of the Lifetime Brands, Inc.’s (the “Company”) named executive officers; and (iv) approve an amendment and restatement of the Company’s Amended and Restated 2000 Long-Term Incentive Plan.

We are taking advantage of the U.S. Securities and Exchange Commission (“SEC”) rules that allow companies to provide their stockholders with access to proxy materials over the Internet. On or about April 24, 2026, we will release 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, 2025 (the “2025 Annual Report”) and voting instructions for the Annual Meeting 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 2025 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 24, 2026

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 18, 2026: On or about April 24, 2026, we will release the Notice of Internet Availability of Proxy Materials to our stockholders informing them that this Proxy Statement, the 2025 Annual Report and voting instructions for the Annual Meeting can be accessed over the Internet at www.envisionreports.com/LCUT. You may 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 a copy over the Internet at www.envisionreports.com/LCUT, by calling toll free at 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 18, 2026, 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/MSMSCDF on Thursday, June 18, 2026 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 2027 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 Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

(3)

To approve, on a non-binding advisory basis, the 2025 compensation of the Company’s named executive officers; and

(4)

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 21, 2026 (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.

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/MSMSCDF 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

Executive Vice President, General Counsel and Corporate Secretary

Garden City, New York

April 24, 2026

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 2025 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: the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments, as well as continued uncertainties with respect to tariffs and trade policies; social unrest, including related protests and disturbances; the emergence, continuation and consequences of geopolitical conflicts including: ongoing conflicts in the Middle East, macro-economic challenges, including labor disputes, inflationary impacts and disruptions to the global supply chain; failure to protect our reputation; and our 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.

Incorporation by Reference

Neither the Report of the Compensation Committee on Executive Compensation nor the Report of the Audit Committee included herein shall be deemed soliciting material or filed with the SEC and neither of them shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate such information by reference.

In addition, this document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.

Table of Contents


MESSAGE FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS			1

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			3

PROXY STATEMENT SUMMARY			5

PROXY STATEMENT			7

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			11

PROPOSAL NO. 1: ELECTION OF DIRECTORS			13

EXECUTIVE OFFICERS			18

CORPORATE GOVERNANCE			19

DIRECTOR COMPENSATION			25

COMPENSATION DISCUSSION AND ANALYSIS			27

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026			48

AUDIT COMMITTEE REPORT			50

PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION			52

PROPOSAL NO. 4: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN			53

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			63

PROXY STATEMENT SUMMARY

2025 PERFORMANCE

The Company’s financial results for 2025 included the following:

•

Net sales were $647.9 million in 2025, as compared to net sales of $683.0 million in 2024.

•

Adjusted income from operations⁽¹⁾ was $37.9 million in 2025, as compared to $44.7 million in 2024.

•

Net loss was $(26.9) million in 2025, as compared to net loss of $(15.2) million in 2024.

•

Adjusted net income⁽¹⁾ was $17.6 million in 2025, as compared to $12.6 million in 2024.

•

Adjusted EBITDA⁽¹⁾ was $50.8 million in 2025, as compared to $55.4 million in 2024.

⁽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 to this Proxy Statement.

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 2027 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 Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR

3	To approve, on a non-binding advisory basis, the 2025 compensation of the Company’s named executive officers.	FOR

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

BOARD NOMINEES AND COMMITTEE ASSIGNMENTS

Our Board currently consists of ten directors. Ms. Veronique Gabai-Pinsky and Mr. Craig Phillips have not been nominated for re-election to the Board and their terms will end as of the Annual Meeting.

There are nine director nominees for election at our Annual Meeting. Each nominee will hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Eight of the nominees are currently serving as directors of the Company and were elected to the Board of Directors (the “Board”) at the 2025 Annual Meeting of Stockholders, except for Mr. Daniel Siegel. Immediately following the conclusion of the Annual Meeting, the size of the Board will be decreased from ten to nine directors.

Name

Age

Main Occupation

Joined Board

Committee Assignment

Jeffrey Siegel

Chairman of the Board¹

1967

Chairman, Exec (Chair)

Robert B. Kay

CEO, Lifetime Brands, Inc.

2018

Exec

Jeffrey H. Evans

Former Executive Vice President, Entertainment, Toys, and Seasonal, Walmart U.S.

2025

Audit

Rachael A. Jarosh

Former President and CEO, Enactus

2020

Nom/Gov, Comp

Cherrie Nanninga

Partner, Real Estate Solutions Group, LLC

2003

Nom/Gov, Comp (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)

Michael Schnabel

Senior Partner, Centre Partners Management LLC

2018

Audit

Daniel Siegel

President, Lifetime Brands, Inc.

—

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

* Independent Lead Director

¹ Mr. Siegel formerly served as Executive Chairman of the Company, until March 31, 2023.

Effective December 31, 2025, the Company dissolved the Environmental, Social and Governance (“ESG”) Committee and transferred all responsibilities formerly held by the ESG Committee to the full Board to oversee the Company’s culture and ethical vision and its ESG practices and to carry out such other responsibilities that were previously delegated to the ESG Committee as described in the ESG Committee Charter, in each case where appropriate and not otherwise delegated to management.

BOARD COMPOSITION

Our Board currently consists of ten members. Of these ten members, three directors have self-identified as female and one director has self-identified as racially and ethnically diverse. Of the nine director nominees, two director nominees have self-identified as female and one director nominee has self-identified as racially and ethnically diverse.

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 commitment to corporate citizenship, including our donation practices, partnerships with organizations, and avoidance of the use of conflict minerals; and

●

our Code of Business Conduct and Ethics.

SUSTAINABILITY

We believe that our practices and procedures should align, where practicable, with our sustainability strategies. We continue to formalize some of the ways we manage sustainability-related activities. The Board considers strategies relevant to the Company’s sustainability practices in a manner aligned with the Company’s overall business strategy, including risk management relevant to sustainability and corporate responsibility matters. The Board also oversees and monitors the Company’s strategies relating to human capital management.

In an effort to align sustainability 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;

•

reduce the size of packaging and increase the use of recycled materials and recyclable packaging where practicable;

•

collaborate with vendors who possess technical expertise in reducing emissions;

•

utilize quality management software to track our existing suppliers’ use of environmentally-preferred materials and practices;

•

track and reduce shipping materials from our warehouses for our drop-ship and direct-to-consumer business;

•

recycle warehouse materials such as corrugate and pallets; and

•

solicit consumer feedback on their preferences for environmentally-preferred products.

THE BOARD OF DIRECTORS EXTENDS A CORDIAL INVITATION TO ALL STOCKHOLDERS TO PARTICIPATE IN THE ANNUAL MEETING ONLINE VIA LIVE WEBCAST AT MEETNOW.GLOBAL/MSMSCDF. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN THE ANNUAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE VOTE YOUR SHARES USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD OR VOTING INSTRUCTION FORM YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST. STOCKHOLDERS WHO HAVE SUBMITTED COMPLETED PROXY CARDS OR VOTING INSTRUCTION FORMS MAY REVOKE THEIR PROXIES AND VOTE DURING THE ANNUAL MEETING.

LOGO

LIFETIME BRANDS, INC.

1000 Stewart Avenue,

Garden City, New York 11530

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To be held on June 18, 2026

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Lifetime Brands, Inc., a Delaware corporation (the “Company,” “us” or “we”), for use at our Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 18, 2026 at 10:30 a.m. Eastern Time online via live webcast at meetnow.global/MSMSCDF. Stockholders of record at the close of business on April 21, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.

On or about April 24, 2026, we will first release the Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders informing them that this Proxy Statement, the 2025 Annual Report and voting instructions for the Annual Meeting 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 would like 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 1-866-641-4276 toll free, 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.

THE ANNUAL MEETING

On April 21, 2026, there were 22,855,008 shares of the Company’s common stock, $0.01 par value, issued and outstanding. Each share of the Company’s common stock entitles the holder of such share to one vote on each matter submitted to a vote of stockholders at the Annual Meeting.

All shares of common stock represented by properly executed proxies or voting instruction forms will be voted at the Annual Meeting in accordance with the directions marked on the proxies or voting instruction forms, unless such proxies or voting instruction forms have previously been revoked. If no directions are indicated on such proxies or voting instruction forms, they will be voted FOR Proposal 1 – the election of each nominee named under Election of Directors, FOR Proposal 2 – the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, FOR Proposal 3 – the approval, on a non-binding advisory basis, of the 2025 compensation of the Company’s named executive officers, and FOR Proposal 4 – the approval of an amendment and restatement of the Amended and Restated 2000 Long-Term Incentive Plan. If any other matters are properly presented at the Annual Meeting for action, the proxy holders will vote the proxies (which confer discretionary authority upon such holders to vote on such matters) in accordance with their best judgment, subject to compliance with Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each proxy executed and returned by a stockholder by any of the methods indicated below may be revoked at any time before it is voted by timely submission of a written notice of revocation or by submission of a duly executed proxy bearing a later date (in either case directed to the Corporate Secretary of the Company), or, if a stockholder participates online in the Annual Meeting, such stockholder may revoke the proxy and vote the shares during the Annual Meeting.

VOTE REQUIRED FOR APPROVAL

A majority of our outstanding shares of common stock present at the Annual Meeting, by virtual participation or by proxy, and entitled to vote shall constitute a quorum. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. In addition, shares that vote “withhold” will be counted as present for purposes of determining whether a quorum exists.

Our Bylaws provide for a plurality voting standard for uncontested director elections. Under a plurality voting standard, nominees receiving the most “FOR” votes will be elected. With respect to Proposal 1, you may vote for all nominees, withhold your vote as to all nominees, or vote for all nominees except those specific nominees from whom you withhold your vote. Properly executed proxies marked “WITHHOLD” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Under a plurality voting standard, withheld votes have no impact on the voting outcome. However, as discussed in greater detail under “Majority Voting Governance Principle” below, if any director is not elected by an affirmative vote of a majority of the votes cast at the Annual Meeting, such elected director shall submit his or her resignation to our Board.

Proxies may not be voted for more than nine directors and stockholders may not cumulate votes for the election of any directors.

The affirmative vote of a majority of the shares present at the Annual Meeting, by virtual participation or by proxy, and entitled to vote thereon is necessary to approve Proposals 2, 3 and 4. You may vote for or against, or abstain from voting on any of these proposals.

If a stockholder, present by virtual participation or by proxy, abstains on a matter, such stockholder’s shares of common stock, although included in the quorum, will not be voted on such matter. Thus, an abstention from voting on Proposals 2, 3 and 4 has the same effect as a vote “against” the matter.

Brokers, banks or other nominees who hold shares of our common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner. Applicable rules prohibit brokers from voting on Proposals 1, 3 and 4 without receiving instructions from the beneficial owner of the shares. Brokers may vote on Proposal 2 absent instructions from the beneficial owner.

Brokers who have record ownership of shares that they hold in “street name” for their clients who are the beneficial owners of the shares normally have discretion to vote such shares on routine matters, such as the ratification of an independent registered public accounting firm (Proposal 2), but do not have such discretion to vote on non-routine matters. All proposals (other than Proposal 2) are non-routine matters and brokers are not permitted to vote your shares without instruction. In determining whether a proposal has received the requisite number of votes, broker non-votes will have no effect on the outcome of the vote on a proposal that requires a plurality of votes cast and will have no effect on the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present at the Annual Meeting, by virtual participation or by proxy, and entitled to vote thereon.

HOW TO VOTE

You may vote your shares by one of the following methods:

INTERNET: To vote your shares by Internet, please visit the website listed on your proxy card or voting instruction form and follow the on-screen instructions. If you vote by Internet, you do not need to mail your proxy card or voting instruction form.

TELEPHONE: To vote your shares by telephone, please follow the instructions on your proxy card or voting instruction form. If you vote by telephone, you do not need to mail your proxy card or voting instruction form.

MAIL: To vote your shares by mail, please follow the instructions on your proxy card or voting instruction form. Please be sure to sign and date your completed proxy card or voting instruction form before mailing. If you do not sign your proxy card or voting instruction form, your votes cannot be counted. Please mail your proxy card or voting instruction form in the pre-addressed, postage-paid envelope.

VOTE ONLINE DURING THE MEETING: You may vote online during the Annual Meeting by visiting the link meetnow.global/MSMSCDF. If you are the registered holder of your shares, meaning that you hold your shares through

Computershare Investor Services (“Computershare”), our transfer agent, you do not need to register in advance for the Annual Meeting. The 15-digit control number provided on your Notice, proxy card or voting instruction form is necessary to access this site. If you hold your shares in “street name,” meaning that you hold your shares through a broker, bank or other nominee, please follow the directions below to register in advance for the Annual Meeting. Guests may virtually attend the Annual Meeting but will not be able to vote during the Annual Meeting.

PARTICIPATING IN THE ANNUAL MEETING

You are entitled to participate in the Annual Meeting only if you were a stockholder of record or a beneficial owner of shares of our common stock as of the close of business on the Record Date, April 21, 2026, or you hold a valid proxy for the Annual Meeting. Our Annual Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will be conducted only via live webcast. Guests may virtually attend the meeting but will not be able to vote or ask questions.

You will be able to virtually attend the Annual Meeting, examine our shareholder list, and submit your questions during the meeting by visiting meetnow.global/MSMSCDF. You also will be able to vote your shares online by participating in the Annual Meeting.

To participate in the Annual Meeting, visit meetnow.global/MSMSCDF and enter the 15-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares in “street name,” please contact the broker, bank, or other nominee that holds your shares to receive proof of your beneficial ownership (legal proxy) and submit such proof, along with your name and email information, to Computershare in advance of the Annual Meeting no later than 5:00 p.m. Eastern Time on June 5, 2026. Requests for registration must be labeled as “Legal Proxy,” and may be submitted (i) via email to legalproxy@computershare.com by forwarding the email from your broker regarding your beneficial ownership or sending an image of your legal proxy, or (ii) by sending proof of your beneficial ownership via mail to the following address: Computershare, Lifetime Brands, Inc. Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Upon receipt of such proof of beneficial ownership, Computershare will then register you for virtual attendance at the Annual Meeting and provide you with an email confirming your registration.

The Annual Meeting will begin promptly at 10:30 a.m. Eastern Time on June 18, 2026. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting. Help and technical support for accessing and participating in the virtual meeting will be available by following the instructions on the virtual meeting website.

If you are a stockholder and wish to submit questions prior to or during the Annual Meeting, log into the virtual meeting platform at meetnow.global/MSMSCDF. Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. To ensure the Annual Meeting is conducted in a manner that is fair to all stockholders, the chair of the Annual Meeting may exercise broad discretion in recognizing stockholders who wish to participate, the order in which questions are asked, and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate. By virtually attending the Annual Meeting, stockholders agree to abide by the agenda and procedures for the Annual Meeting.

MAJORITY VOTING GOVERNANCE PRINCIPLE

Although our Bylaws provide for a plurality voting standard for the election of directors, our Board has adopted, as a governance principle, a majority voting standard for uncontested director elections and a plurality voting standard for contested director elections. For this purpose, a “majority of votes cast” means that the number of votes cast “for” a nominee’s election must exceed the number of votes cast “against” that nominee’s election. Accordingly, subsequent to the election of directors at the Annual Meeting, any elected director who is not elected by an affirmative vote of a majority of the votes cast at the Annual Meeting shall submit his or her resignation to our Board, to be effective upon the Board’s determination of whether to accept or reject the resignation. Upon receipt by our Board of such resignation, our Board shall, in its sole judgment and discretion, within 90 days from the submission of such director’s resignation as a director of the Company, determine whether to accept or reject such director’s resignation. If our Board rejects such director’s resignation as a director of the Company, then we shall prepare and file a Current Report on Form 8-K to explain our Board’s rationale for its rejection of such director’s resignation.

PROXY SOLICITATION

We will bear the cost of preparing, printing, assembling and mailing the Notice, form of proxy, this Proxy Statement, the 2025 Annual Report and other materials that may be sent to stockholders in connection with this solicitation. We have retained Georgeson, a proxy solicitation firm, at an anticipated cost of $10,500 plus reimbursement of expenses, to assist in soliciting proxies from brokers, banks, nominees, and institutional holders. Georgeson may solicit votes personally or by telephone, mail or electronic means. In addition, Georgeson and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

It is contemplated that brokerage houses will forward the proxy materials to beneficial holders at our request. In addition to the solicitation of proxies by the use of mail, our officers

SEC Form DEF 14A filed by Lifetime Brands Inc.