o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
For Use of the Commission only
|
n
|
Definitive
Proxy Statement
|
(as
permitted by Rule 14a-6(e)(2))
|
|
o
|
Definitive
Additional Materials
|
||
o
|
Soliciting
Material Pursuant to §240.14a-12
|
n
|
No
fee required.
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
|
1)
|
Title
of each class of securities to which transaction applies:
|
|
2)
|
Aggregate
number of securities to which transaction applies:
|
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
|
|
4)
|
Proposed
maximum aggregate value of transaction:
|
|
5)
|
Total
fee paid:
|
o
|
Fee
paid previously with preliminary
materials.
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
|
1)
|
Amount
previously paid:
|
|
2)
|
Form,
Schedule or Registration Statement No.:
|
|
3)
|
Filing
Party:
|
|
4)
|
Date
Filed:
|
Sincerely,
|
|
/s/
Raymond J. Smith
|
|
Raymond
J. Smith
|
|
Chairman
of the Board
|
Page
|
|
1
|
|
4
|
|
6
|
|
8
|
|
11
|
|
13
|
|
15
|
|
16
|
|
20
|
|
25
|
|
30
|
|
32
|
|
34
|
|
35
|
|
35
|
|
35
|
|
A-1
|
|
B-1
|
1.
|
To
elect one Class III director, and
|
2.
|
To
ratify the appointment of Holtz Rubenstein Reminick LLP, as the Company’s
independent public accountants for fiscal year 2008,
and
|
3.
|
To
transact such other business as properly may come before the meeting
or
any adjournment thereof.
|
|
1)
|
“For”
election of the nominated slate of one Class III director;
and
|
|
2)
|
“For”
ratification of the appointment of Holtz Rubenstein Reminick LLP,
as the
Company’s independent public accountants for the fiscal year ending
January 31, 2008.
|
Directors
and Officers
Name
|
Number
of Common
Shares
Beneficially
Owned
(B)
|
Percent
of
Class
|
Title
|
|||
Raymond
J. Smith
|
527,442
|
9.55
%
|
Chairman
of the Board of Directors
|
|||
Christopher
J. Ryan
|
366,277(A)(C)
|
6.63%
|
Chief
Executive Officer, President, Secretary, General Counsel and
Director
|
|||
John
J. Collins, Jr.
|
115,201(1)
|
2.09
%
|
Director
|
|||
Eric
O. Hallman
|
37,523(1)
|
0.68
%
|
Director
|
|||
Michael
E. Cirenza
|
605(3)
|
.01%
|
Director
|
|||
Stephen
M. Bachelder
|
7,975(2)
|
.14%
|
Director
|
|||
John
Kreft
|
9,350(A)
|
.17%
|
Director
|
|||
Gary
Pokrassa
|
4,664(A)
|
.08%
|
Chief
Financial Officer
|
|||
Paul
C. Smith
|
588(A)
|
-----%
|
Vice
President
|
|||
James
M. McCormick
|
-----
|
-----%
|
Controller
and Treasurer
|
|||
Harvey
Pride, Jr.
|
-----
|
-----%
|
Sr.
Vice President-Manufacturing
|
|||
Greg
Willis
|
-----
|
-----%
|
Executive
Vice President
|
|||
Gregory
D. Pontes
|
-----
|
-----%
|
Vice
President-Manufacturing
|
Directors
and Officers
Name
|
Number
of Common
Shares
Beneficially
Owned
(B)
|
Percent
of
Class
|
|
All
officers and directors
As
a group (13 persons)
|
1,071,089(A)
(4)
|
19.40%
|
|
5%
Shareholders
|
|||
Robeco
Investment
Management,
Inc.
|
351,736(5)
|
6.37%
|
|
Seymour
Holtzman
c/o
Jewelcor Companies
|
393,921(5)
|
7.13%
|
(1)
|
1,331
shares granted on June 18, 2003 and 1,100 shares granted on June
21, 2006
to each of Mr. Hallman and Mr. Collins, current
directors;
|
(2)
|
6,050
shares granted November 19, 2004 to each Mr. Bachelder and Mr. Kreft,
current directors;
|
(3)
|
605
shares granted June 18, 2003, to Michael Cirenza, a current
director;
|
(4)
|
19,031
shares granted between June 18, 2003 and June 21, 2006, which also
includes 1,464 option shares outstanding to Walter J. Raleigh, a
former
director;
|
(5)
|
According
to a Schedule 13G filed with the SEC on December 31, 2006, on behalf
of
Robeco Investment Management (“Robeco”), Robeco possesses shared
investment and voting power over the above shares.
According
to a Schedule 13D filed with the SEC on February 27, 2007, on behalf
of
Seymour Holtzman, Mr. Holtzman possesses sole investment and voting
power
over the above shares.
|
(A)
|
Includes
4,983 shares to be issued pursuant to the matching shares provision
of the
2006 Equity Incentive Plan as follows:
|
Christopher J. Ryan, 3,137 shares - Gary Pokrassa, 550 shares - Paul C. Smith, 196 shares - John Kreft, 1,100 shares |
(B)
|
Table
does not include the following stock grants under the Company’s 2006
Equity Incentive Plan (performance vesting at end of 3 years,
date of grant June 2006):
|
Minimum
|
Baseline
|
Maximum
|
|
Grantee
|
#
Shares
|
#
Shares
|
#
Shares
|
(adj.
for August 1, 2006 Stock Distribution)
|
|||
Directors
|
|||
ME
Cirenza
|
2,640
|
570
|
7,810
|
JJ
Collins, Jr
|
2,200
|
4,290
|
6,490
|
EO
Hallman
|
2,640
|
5,170
|
7,810
|
SM
Bachelder
|
2,640
|
5,170
|
7,810
|
J
Kreft
|
2,200
|
4,290
|
6,490
|
12,320
|
24,090
|
36,410
|
|
Officers
|
|||
CJ
Ryan (Director)
|
6,050
|
11,990
|
18,040
|
GD
Willis
|
3,630
|
7,150
|
10,780
|
JM
McCormick
|
2,530
|
5,060
|
7,590
|
H
Pride, Jr.
|
3,410
|
6,820
|
10,230
|
G
Pokrassa
|
3,520
|
6,930
|
10,450
|
PC
Smith
|
2,310
|
4,620
|
7,040
|
GD
Pontes
|
1,870
|
3,630
|
5,500
|
23,320
|
46,200
|
69,630
|
|
Key
Employees
5
as a group
|
8,360
|
16,830
|
25,190
|
31,680
|
63,030
|
94,820
|
|
Grand
Total
|
44,000
|
87,120
|
131,230
|
|
(C)
Includes 14,641 shares owned by Mr. Ryan’s
wife.
|
|
·
|
We
have adopted a “Code of Ethics” (please refer to Appendix B in this Proxy
Statement). This Code applies to all directors, officers, and
employees of our Company. Information concerning any alleged
violations is to be reported in writing to Michael Cirenza, Partner,
Anchin, Block & Anchin LLP, 1375 Broadway, New York, NY 10018. Mr.
Cirenza is an independent director and Chairman of the Audit Committee.
Additional copies of our “Code of Ethics” for Directors, Officers, and
Employees our “Audit Committee Charter”(please also refer to Appendix A in
This Proxy Statement) and our Nominating Committee Charter can be
obtained
by writing to Secretary, Lakeland Industries, Inc. 701Koehler Avenue,
Suite 7, Ronkonkoma, NY 11779, or visit our website at www.lakeland.com
under “Corporate Governance”.
|
|
·
|
We
intend to satisfy the disclosure requirement under Item 5.05 (c)
of form
8-K regarding certain amendments to, or waivers from a provision
of this
code of ethics by posting such information on our website, at the
address
and location specified above, within four business days of such amendment
or waiver.
|
|
·
|
You
can contact any of our directors by writing them: Board of
Directors, c/o Corporate Secretary’s Office, Lakeland Industries, Inc.,
701 Koehler Avenue, Suite 7, Ronkonkoma, NY 11779. Employees
and others who wish to contact the Board or any member of the Audit
Committee may do so anonymously, if they wish, by using this
address. Such correspondence will not be screened and will be
forwarded in its entirety.
|
|
·
|
The
Company does not make loans to our directors or officers and complies
with
and will operate in a manner consistent with an act of legislation
outlawing extensions of credit in the form of personal loans to or
for its
directors and executive officers.
|
|
·
|
Under
the regulations of the SEC, directors and executive officers are
required
to file notice with the SEC within two (2) business days of any purchase
or sale of the Company’s stock. Information on filings made by
any of our directors or executive officers can be found on the Company’s
web site at http://www.lakeland.com under “Financial Information” then
“Insiders.”
|
|
·
|
The
Company requires stockholder approval of all Company equity compensation
plans, and amendments thereto, including any re-pricing of options
contemplated by the Company, whenever such approval is necessary
under
NASDAQ corporate governance
rules.
|
|
·
|
Lakeland
has long upheld a set of basic beliefs to guide our
actions. Among those beliefs is the responsibility to conduct
ourselves with the highest standards of ethical behavior when relating
to
customers, suppliers, employees, investors and the communities where
we
work. Five of our seven directors are independent as defined by
the SEC and NASDAQ. We have three director committees -
Nominating, Compensation, and Audit - and all three committees are
staffed
only by independent directors. These three Committees and their
charters are more fully described on pages 10-11 and Appendices A
and
B.
|
Position
|
|||
With
the
|
Director
|
||
Name
|
Age
|
Company
|
Since
|
DIRECTOR
NOMINEE- CLASS III
|
|||
Nominee
for Three Year Term Expiring in June, 2010
|
|||
Raymond
J. Smith
|
68
|
Chairman
of the Board of Directors
|
1982
|
INCUMBENT
DIRECTORS - CLASS II
|
|||
Two
Years Remaining on Term Expiring in June 2009
|
|||
John
J. Collins, Jr.
|
64
|
Director
|
1986
|
Eric
O. Hallman
|
63
|
Director
|
1982
|
Stephen
M. Bachelder
|
56
|
Director
|
2004
|
INCUMBENT
DIRECTORS - CLASS I
One
Year remaining on Term Expiring in June 2008
|
|||
Christopher
J. Ryan
|
55
|
Chief
Executive Officer,
President,
General Counsel,
Secretary
and Director
|
1986
|
Michael
E. Cirenza
|
51
|
Director
|
2003
|
John
Kreft
|
56
|
Director
|
2004
|
HRR
|
HRR
|
||
2007
|
2006
|
||
Audit
Fees (1)
|
$261,720
|
$191,693
|
|
Tax
Fees (2)
|
64,550
|
34,866
|
|
Acquisition
Audit
|
-----
|
17,520
|
|
All
Other Fees (3)
|
8,500
|
6,100
|
|
Total
|
$334,770
|
$250,179
|
1)
|
Audit
fees include audit of the Company’s financial statements and the review of
the Company’s quarterly financial statements included in the Quarterly
Reports on Form 10-Q. Also includes expense
reimbursements.
|
|
2)
|
Tax
fees relate to the preparation of tax returns and other tax compliance
activities.
|
|
3)
|
All
other fees consist of charges for regulatory advisory services and
expense
reimbursement.
|
|
•
|
|
developing
guidelines for, and reviewing the compensation and performance of,
the
Company’s executive officers;
|
|
•
|
|
evaluating
the executive officers’ performance in light of these goals and
objectives; and
|
|
•
|
|
making
recommendations to the board of directors regarding the management
contracts of executive officers when they are proposed or
renewed.
|
|
•
|
|
attract,
motivate and retain experienced and qualified
executives,
|
|
•
|
|
increase
the overall performance of the
Company,
|
|
•
|
|
increase
stockholder value, and
|
|
•
|
|
incentivize
the executive officers to achieve the highest level of Company financial
performance.
|
Respectfully
submitted,
|
|
Compensation
Committee
|
|
Eric
Hallman
|
|
Michael
Cirenza
|
|
Stephen
Bachelder
|
|
A.
John Kreft
|
|
John
Collins
|
Name
and
Principal
Position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Bonus
($)
(d)
|
Stock
Awards*
(e)
|
Option
Awards
($)
(f)
|
Non-Equity
Incentive
Plan
Compensation
($)
(g)
|
Change
in
Pension
Value**
and
Nonqualified
Deferred
Compensation
Earnings
($) (1)
(h)
|
All
other
Compensation
($)
(i)
|
Total
Compensation
($)
(j)
|
Christopher
J. Ryan
CEO
|
2007
2006
2005
|
$400,000
338,077
295,000
|
$35,000
107,500
44,950
|
37,291
-----
-----
|
None
|
None
|
17,461
4,964
(2)
13,381
|
$834,313(3)
31,613
13,311
|
$1,324,065(3)
482,154
366,642
|
Gary
Pokrassa
CFO
|
2007
2006
|
$195,733
183,155
|
$0
30,000
|
7,975
-----
|
None
|
None
|
1,938
0
(2)
|
$15,089
6,124
|
$220,735
219,279
|
Gregory
D.
Willis
Executive
VP
|
2007
2006
|
$135,000
103,846
|
$15,000
0
|
-----
-----
|
None
|
None
|
13,314
5,386
(2)
|
$278,753
295,592
|
$442,067
404,824
|
Raymond
J. Smith
Chairman
|
2007
2006
2005
|
$250,000
251,042
250,000
|
$0
0
200,000
|
-----
-----
-----
|
None
|
None
|
13,663
6,313
(2)
8,320
(2)
|
$783,461(4)
22,721
24,728
|
$1,046,824(4)
280,076
483,048
|
Harvey
Pride,
Jr. Sr.
VP
Manufacturing
|
2007
2006
2005
|
$220,000
191,565
170,000
|
$14,000
43,000
31,000
|
-----
-----
-----
|
None
|
None
|
15,241
8,361
(2)
9,176
(2)
|
$34,259
25,892
35,216
|
$283,500
268,818
268,818
|
Paul
C.
Smith
VP
|
2007
2006
2005
|
$130,000
130,000
130,000
|
$14,000
43,000
0
|
2,744
-----
-----
|
None
|
None
|
6,931
2,628
(2)
4,655
(2)
|
$355,664(5)
57,200
73,955
|
$509,339(5)
232,828
208,610
|
James
M. McCormick Controller/
Treasurer
|
2007
2006
2005
|
$140,000
149,300
170,000
|
$14,000
43,000
31,000
|
-----
-----
-----
|
None
|
None
|
4,163
2,204
(2)
788
(2)
|
$12,345
12,769
11,961
|
$170,508
207,273
213,749
|
James
M. McCormick Controller/
Treasurer
|
2007
2006
2005
|
$140,000
149,300
170,000
|
$14,000
43,000
31,000
|
-----
-----
-----
|
None
|
None
|
4,163
2,204
(2)
788
(2)
|
$12,345
12,769
11,961
|
$170,508
207,273
213,749
|
Gregory
D. Pontes VP Manufacturing
|
2007
|
$110,000
|
$26,000
|
-----
|
None
|
None
|
9,398
|
$4,075
|
$149,473
|
Name
|
Grant
Date
|
Estimated
Future Payouts
Under
Non-Equity
Incentive
Plan Awards
|
Estimated
Future Payouts Under
Equity
Incentive Plan Awards
|
All
Other
Stock
Awards
Number
of
Shares
of
Stock
or
Units
(#)
|
All
other
Option
Awards;
Number
of
Securities
Underlying
Options
(#)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
||||
(a)
|
(b)
|
Thres-
hold
($)
(c)
|
Target
($)
(d)
|
Maxi-
mum
($)
(e)
|
Thres-
hold
($)
(f)
|
Target
($)
(g)
|
Maxi-
mum
($)
(h)
|
(i)
|
(j)
|
(k)
|
Christopher
J.
Ryan
CEO
|
June
2006
|
79,255
|
157,069
|
236,324
|
3,137
|
0
|
N/A
|
|||
Gary
Pokrassa
CFO
|
June
2006
|
46,112
|
90,783
|
136,895
|
550
|
0
|
N/A
|
|||
Gregory
D.
Willis
Exec.
VP
|
June
2006
|
47,553
|
93,665
|
141,218
|
0
|
0
|
N/A
|
|||
Raymond
J.
Smith
Chairman
|
June
2006
|
-----
|
-----
|
-----
|
0
|
0
|
N/A
|
|||
Harvey
Pride,
Jr.
Sr.
VP Mfg
|
June
2006
|
44,671
|
89,342
|
134,013
|
0
|
0
|
N/A
|
|||
Paul
C.
Smith
VP
|
June
2006
|
30,261
|
60,522
|
92,244
|
196
|
0
|
N/A
|
|||
James
M.
McCormick
Controller/
Treasurer
|
June
2006
|
33,143
|
66,286
|
99,429
|
0
|
0
|
N/A
|
|||
Gregory
D.
Pontes
VP
Mfg.
|
June
2006
|
24,497
|
47,553
|
72,050
|
0
|
0
|
N/A
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
(a)
|
Number
of
Securities
Underlying
Un-exercised
Options
(#)
Exercisable
(b)
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercised
(c)
|
Equity
Incentive
Plan
Awards
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
|
Option
Exercise
Price
($)
(e)
|
Option
Expiration
Date
(f)
|
Number
of
Shares
or
Units of
Stock
that
have
not
Vested
(#)
(g)
|
Market
Value
of
Shares
or
Units
of
Stock
that
have
not
Vested
($)
(h)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
that
have
not
Vested
(#)
(i)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
of
Unearned
Shares,
Units
or
Other
Rights
that
have
not
Vested
($)
(j)
|
Christopher
J.
Ryan
CEO
|
0
|
0
|
0
|
0
|
0
|
6,050
|
88,754
|
6,050
|
88,754
|
Gary
Pokrassa
CFO
|
0
|
0
|
0
|
0
|
0
|
3,520
|
51,638
|
3,520
|
51,638
|
Gregory
D. Willis
Executive
VP
|
0
|
0
|
0
|
0
|
0
|
3,630
|
53,252
|
3,630
|
53,252
|
Raymond
J. Smith
Chairman
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Harvey
Pride, Jr.
Sr.
VP
Manufacturing
|
0
|
0
|
0
|
0
|
0
|
3,410
|
50,025
|
3,410
|
50,025
|
Paul
C. Smith VP
|
0
|
0
|
0
|
0
|
0
|
2,310
|
33,888
|
2,310
|
33,888
|
James
M.
McCormick
Controller/Treasure
|
0
|
0
|
0
|
0
|
0
|
2,530
|
37,115
|
2,530
|
37,115
|
Gregory
D. Pontes
VP
Manufacturing
|
0
|
0
|
0
|
0
|
0
|
1,870
|
27,433
|
1,870
|
27,433
|
Option
Awards
(A)
|
Stock
Awards
|
|||
Name
(a)
|
Number
of
Shares
Acquired
on
Exercise
(#)
(b)
|
Value
Realized
on
Exercise
($)
(c)
|
Number
of
Shares
Acquired
on
Vesting
(#)
(d)
|
Value
Realized
on
Vesting
($)
(e)
|
Christopher
J. Ryan
CEO
|
0
|
0
|
||
Gary
Pokrassa
CFO
|
0
|
0
|
||
Gregory
D. Willis
Executive
VP
|
0
|
0
|
||
Raymond
J. Smith
Chairman
|
0
|
0
|
||
Harvey
Pride, Jr.
Sr.
VP Manufacturing
|
0
|
0
|
||
Paul
C. Smith
Vice
President
|
0
|
0
|
||
James
M. McCormick
Controller/Treasurer
|
0
|
0
|
||
Gregory
D. Pontes
VP
Manufacturing
|
0
|
0
|
Name
(a)
|
Fees
Earned
or
Paid
in
Cash*
($)
(b)
|
Stock
Awards
($)
(c)
|
Option
Awards
($)
(d)
|
Non-Equity
Incentive
Plan
Compensation
($)
(e)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(f)
|
All
Other
Compensation
($)
(g)
|
Total
($)
(h)
|
|
A
|
Eric
O. Hallman
|
28,750
|
14,410
(1) (7)
|
None
|
None
|
None
|
43,160
|
|
B
|
John
J. Collins
|
28,750
|
14,410
(2) (8)
|
None
|
None
|
None
|
43,160
|
|
C
|
Michael
Cirenza
|
32,750
|
(3)
|
None
|
None
|
None
|
32,750
|
|
D
|
John
Kreft
|
30,250
|
14,110
|
(4)
|
None
|
None
|
None
|
44,360
|
E
|
Stephen
Bachelder
|
28,750
|
(5)
|
None
|
None
|
None
|
28,750
|
|
F
|
Raymond
J. Smith
|
-----
|
**
|
(6)
|
None
|
**
|
**
|
0
|
G
|
Christopher
J. Ryan
|
-----
|
**
|
(6)
|
None
|
**
|
**
|
0
|
(1)
|
At
January 31, 2007, Mr. Hallman had 2,431options
outstanding.
|
(2)
|
At
January 31, 2007, Mr. Collins had 2,431 options
outstanding.
|
(3)
|
At
January 31, 2007, Mr. Cirenza had 605 options
outstanding.
|
(4)
|
At
January 31, 2007, Mr. Kreft had 6,050 options
outstanding.
|
(5)
|
At
January 31, 2007, Mr. Bachelder had 6,050 options
outstanding.
|
(6)
|
Mr.
Ryan and Mr. R. Smith have no options outstanding as the Company’s 1986
Incentive and Non-Statutory Stock Option Plan expired in May
2004.
|
(7)
|
The
grant date fair value of this option, calculated in accordance with
FAS
123(R) was $10,675. A discussion of the assumptions used in calculating
this value may be found in Note 1 to our FY07 audited financial
statements.
|
(8)
|
The
grant date fair value of this option, calculated in accordance with
FAS
123(R) was $10,675. A discussion of the assumptions used in calculating
this value may be found in Note 1 to our FY07 audited financial
statements.
|
Name
|
Grant
Date
|
Estimated
Future
Payouts
Under Non-
Equity
Incentive Plan
Awards
|
Estimated
Future Payouts
Under
Equity Incentive
Plan
Awards
|
All
Other
Stock
Awards
Number
of
Shares
of
Stock
or
Units
(#)
|
All
other
Option
Awards;
Number
of
Securities
Underlying
Options
(#)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
||||
(a)
|
(b)
|
Thres-
Hold
($)
(c)
|
Target
($)
(d)
|
Maxi-
mum
($)
(e)
|
Thres-
hold
($)
(f)
|
Target
($)
(g)
|
Maxi-
mum
($)
(h)
|
(i)
|
(j)
|
(k)
|
Christopher
J.
Ryan (a)
CEO
|
June
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Raymond
J.
Smith (a)
Chairman
|
June
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Eric
O.
Hallman
Director
|
June
2006
|
0
|
0
|
0
|
34,584
|
67,727
|
102,311
|
0
|
0
|
0
|
John
J.
Collins
Director
|
June
2006
|
0
|
0
|
0
|
28,820
|
56,199
|
85,019
|
0
|
0
|
0
|
Stephen
Bachelder
Director
|
June
2006
|
0
|
0
|
0
|
34,584
|
67,727
|
102,311
|
0
|
0
|
0
|
John
Kreft
Director
|
June
2006
|
0
|
0
|
0
|
28,820
|
56,199
|
85,019
|
1,100
|
0
|
0
|
Michael
Cirenza
Director
|
June
2006
|
0
|
0
|
0
|
34,584
|
67,727
|
102,311
|
0
|
0
|
0
|
Plan
category
|
Number
of securities to be
issued
upon exercise of
outstanding
options,
warrants
and rights
(a)
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
(b)
|
Number
of securities remaining
available
for future issuance under
equity
compensation plans
(excluding
securities reflected in
column
(a))
(c)
|
|||
Equity
compensation plans approved by security holders
|
19,031
|
$12.79
|
17,000
|
|||
Equity
compensation plans not approved by security holders
|
None
|
0
|
0
|
|||
Total
|
19,031
|
$12.79
|
17,000
|
Plan
Category
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights (1)
|
Weighted-average
exercise
price per share of
outstanding
options,
warrants
and rights (1)
|
Number
of securities
remaining
available for future
issuance
under equity
compensation
plans
(excluding
securities reflected
in
column (a)(1))
|
Equity
Compensation plans approved
by
security holders
|
(a)
$
|
(b)
|
(c)
(2)
|
Restricted
stock grants-employees
|
31,680
|
$0
|
100,320
|
Restricted
stock grants-directors
|
12,320
|
$0
|
31,680
|
Matching
award program
|
4,983
|
$0
|
28,017
|
Bonus
in stock program-employees
|
0
|
$0
|
33,000
|
Retainer
in stock program-directors
|
0
|
$0
|
11,000
|
Total
Restricted Stock Plans
|
48,983
|
$0
|
204,017
|
|
•
|
|
an
executive officer, director or director nominee of the
Company;
|
|
•
|
|
any
person who is known to be the beneficial owner of more than 5% of
the
Company’s common stock;
|
|
•
|
|
any
person who is an immediate family member (as defined under Item 404
of Regulation S-K) of an executive officer, director or director
nominee
or beneficial owner of more than 5% of the Company’s common stock;
and
|
|
•
|
|
any
firm, corporation or other entity in which any of the foregoing persons
is
employed or is a partner or principal or in a similar position or
in which
such person, together with any other of the foregoing persons, has
a 5% or
greater beneficial ownership
interest.
|
By
the Order of the Board of Directors
|
|
/s/
Christopher J. Ryan,
|
|
Christopher
J. Ryan,
|
|
Secretary
|
a.
|
Those
in which the committee will inform the board that action has been
taken in
theboard’s interest and does not require prior Board
approval.
|
1.
|
Review
and approve the scope of the annual audit for the company and its
subsidiaries recommended jointly by the independent CPAs and the
president.
|
2.
|
Review
and approve the scope of the company’s annual profit and pension trusts
audits.
|
3.
|
When
requested by the chairman of the board during an annual shareholders’
meeting, the committee chairman will answer questions raised by a
shareholder on matters relating to the committee’s
activities.
|
4.
|
Request
the president to have the internal audit staff study a particular
area of
interest or concern.
|
b.
|
Those
which the committee will review and study and then recommend action
by the
Board.
|
1.
|
Appoint
independent public accountants.
|
2.
|
Review
major accounting policy changes before
implementation.
|
3.
|
Review
SEC registration statements before signature by other Board
members.
|
4.
|
Review
annual audit reports and the content of proposed published
reports.
|
c.
|
Those
which the committee will review and study and provide summary information
reports to the boardwhen
appropriate.
|
1.
|
Review
trends in accounting policy changes proposed or adopted by organizations
such as the Financial Accounting Standards Board, the Securities
and
Exchange Commission (SEC), and the American Institute of Certified
Public
Accountants or by comparable bodies outside the United
States.
|
2.
|
Interview
independent CPAs for review and analysis of strengths and weaknesses
of
the Company’s financial staff, systems, adequacy of controls, and other
factors which might be pertinent to the integrity of published financial
reports.
|
3 .
|
Participate
in financial review preceding publication of quarterly
reports.
|
4.
|
Review
administration of the company’s “conflict of interest”
policy.
|
5.
|
Review
the performance of management and operating personnel under the company’s
code of ethics.
|
6.
|
Review
insurance programs from the standpoint of gaps and exposure as well
as
fraud.
|
7.
|
Review
reports on the company or its subsidiaries by agencies of governments
in
countries where the company or its subsidiaries
operate.
|
8.
|
Review
periodic SEC filings by the company and assure that adequate programs
and
procedures exist to comply with SEC regulations and regulations of
securities exchanges (such as the
NASDAQ).
|
ý |
PLEASE
MARK VOTES
AS
IN THIS EXAMPLE
|
REVOCABLE
PROXY
LAKELAND INDUSTRIES, INC. 701-07 Koehler Avenue, Ronkonkoma, New York 11779-7410 |
For
|
With-
hold
|
For
All
Except
|
THIS
PROXY IS SOLICITED ON BEHALF OF
THE
BOARD OF DIRECTORS
|
1.
Election of Director
|
¨
|
¨
|
¨
|
|
The
undersigned hereby appoints Christopher
J. Ryan and Eric O. Hallman as
proxies, each with power to appoint
his substitute, and hereby authorizes
them to represent and to vote, as designated
hereon, all the shares of
common stock of Lakeland Industries,
Inc., held of record by the
undersigned on April 27, 2007 at the
annual meeting of stockholders to be
held on June 20, 2007 or any adjournment
there
of.
|
Raymond
J. Smith
INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below. |
||||
For
|
Against
|
Abstain
|
|||
|
2.
Ratify
appointment of Auditors
Holtz Rubenstein Reminick LLP for fiscal
year 2008.
|
¨
|
¨
|
¨
|
|
|
|
|
|||
3. Other
Business.
|
|||||
In their discretion, the Proxies are
authorized to vote upon such other
business as may properly come before
the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 and 2.
Please sign exactly as your name appears
on this card. When shares are
held by joint tenants, both should sign.
When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as
such. If a corporation, please sign in
full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership
name by authorized
person.
|
Please
be sure to sign and date
this
Proxy in the box below.
|
Date | |||
Stockholder
sign here Co-holder
(if any) sign here
|
|
|
||
Ç
Detach
above card, sign, date and mail in postage paid envelope provided.
Ç
|
LAKELAND
INDUSTRIES, INC.
|
PLEASE
ACT PROMPTLY
SIGN,
DATE & MAIL YOUR PROXY CARD TODAY
|