DULUTH HOLDINGS INC. 8-K

What Happened
Duluth Holdings Inc. (DLTH) filed an 8-K reporting two employment agreement amendments in March 2026. On March 9, 2026 the company and President & CEO Stephanie L. Pugliese executed a First Amendment to her May 5, 2025 employment agreement to provide one fiscal 2026 equity grant that vests ratably over three years. On March 16, 2026 the company and Chairman (and Senior Advisor) Schlecht executed a Fourth Amendment extending his agreement through the 2028 annual shareholders’ meeting and cutting his annual base salary.

Key Details

• CEO equity grant: First Amendment (effective March 9, 2026) provides one equity award for fiscal 2026 that vests ratably on the 1st, 2nd and 3rd anniversaries of the grant date; aggregate minimum grant-date fair value remains the same as in the original May 5, 2025 agreement.
• Chairman term and pay: Fourth Amendment (effective March 16, 2026) extends Schlecht’s employment term through the 2028 annual meeting and reduces his annual base salary from $275,000 to $100,000.
• Bonus provisions for Schlecht: his existing annual incentive bonus target of 50% of base salary and maximum of 75% of base salary remain applicable for fiscal years 2026–2028 (with a prorated bonus for fiscal 2028).
• Both amendments are filed as exhibits to the 8-K (Exhibits 10.1 and 10.2).

Why It Matters
These amendments change the company’s executive compensation mix: the CEO’s pay will include a time‑vesting equity award (three-year ratable vesting), while the chairman’s cash salary is materially reduced, though his bonus opportunity remains tied to a percentage of base pay. For investors, this can affect near‑term cash outflows (lower chairman salary) and future share-based compensation expense or dilution (CEO equity grant), and it signals how the board is structuring incentives for management.