UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  May 24, 2018

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (608) 424-1544

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

At the 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of Duluth Holdings Inc. (the “Company”) held on May 24, 2018, the shareholders approved the Duluth Holdings Inc. Employee Stock Purchase Plan (the “ESPP”).  The purpose of the ESPP is to provide employees of the Company with an opportunity to purchase shares of the Company’s Class B common stock.  

There are 1,450,000 shares of our Class B common stock reserved for issuance under the ESPP, which represents the maximum aggregate number of shares of Class B common stock that may be purchased under the ESPP.

The foregoing description of the ESPP is qualified in its entirety by reference to the ESPP attached as Appendix A to the Proxy Statement on Schedule 14A filed April 13, 2018 in connection with the Annual Meeting, which is incorporated herein by reference.

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Item 5.07.  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, our shareholders voted on proposals to: (1) elect the seven individuals nominated by the Board of Directors of the Company to serve as directors until the 2019 Annual Meeting of Shareholders, (2) ratify the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company for the year ending February 3, 2019, and (3) approve the ESPP.  The final voting results on these proposals are as follows:

(1)  Election of the below-named nominees to the Board of Directors of the Company:

(2)  Ratification of the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company for the year ending February 3, 2019:

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(3)  Approval of the ESPP:

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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.

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