Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 27, 2020, Michael J. Jeary, resigned from his position as a
member of the Board of Directors (the "Board") of Lifetime Brands, Inc., a
Delaware corporation (the "Company"), and all committees of the Board. Mr.
Jeary's resignation was not due to any disagreement with the Company or the
Board on any matter relating to the Company's operations, policies or practices.
(d) On January 27, 2020, the Board, elected Rachael A. Jarosh to serve on the
Board of the Company, effective immediately. Ms. Jarosh fills a vacancy on the
Board created by the resignation of Michael J. Jeary.
The Board has determined that Ms. Jarosh qualifies as an "independent director"
as defined under Rule 5605(a)(2) of the NASDAQ Marketplace Rules.
In connection with her election to the Board, Ms. Jarosh was appointed to the
Board's Nominating and Governance Committee.
As a non-employee director, Ms. Jarosh will receive the same compensation as the
other non-employee directors of the Company, prorated from Ms. Jarosh's election
to the date of the Company's 2020 Annual Meeting of Stockholders. In connection
with her election to the Board, Ms. Jarosh entered into the Company's standard
form of indemnification agreement.
There is no arrangement or understanding between Ms. Jarosh and any other
persons pursuant to which Ms. Jarosh was elected to serve on the Board. The
Company is not aware of any transaction or relationship involving Ms. Jarosh
requiring disclosure under Item 404(a) of Regulation S-K.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Lifetime Brands, Inc.
By: /s/ Laurence Winoker
Laurence Winoker
Senior Vice President - Finance, Treasurer and
Chief Financial Officer
Date: January 29, 2020
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