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Key Takeaway: INDUSTRIES TO SEEK REPEAL OF SUPERMAJORITY VOTING FOR THE APPROVAL OF BUSINESS COMBINATIONS NY, May 16, 2008 - Lakeland Industries, Inc. (NasdaqGM: LAKE), a leading manufacturer of industrial protective clothing for industry, municipalities, healthcare and to first responders

Full Press Release Details

INDUSTRIES TO SEEK REPEAL OF SUPERMAJORITY VOTING
FOR THE APPROVAL OF BUSINESS COMBINATIONS
NY, May 16, 2008 - Lakeland Industries, Inc. (NasdaqGM: LAKE), a leading
manufacturer of industrial protective clothing for industry, municipalities,
healthcare and to first responders on the federal, state and local levels, today
announced that, at its 2008 Annual Meeting of Stockholders, it intends to seek
stockholder approval for the repeal of the supermajority voting requirements
applicable to certain business combinations that are currently contained in its
Restated Certificate of Incorporation. If Lakeland's charter
amendment proposal is approved by its stockholders, except in certain limited
situations where Delaware law provides otherwise, only a simple majority vote of
the issued and outstanding shares will be required to approve business
combinations involving Lakeland.
on the charter amendment proposal to be submitted for approval by Lakeland's
stockholders, Christopher J. Ryan, President and CEO of Lakeland, said, "[t]he
Lakeland Board is concerned that supermajority voting requirements with respect
to business combinations may hinder or discourage potential acquirers who would
otherwise consider acquiring Lakeland pursuant to a transaction that could
potentially be in the best interests of, and at a price that is fair to and
maximizes value for, our stockholders as large strategic buyers have been very
active in our specific industry of late. Further, the Lakeland Board is
committed to acting, at all times, in the best interests of all of Lakeland's
stockholders, and to continuing to enhance, grow and maximize stockholder value,
the Lakeland Board believes that continuing to include supermajority voting
requirements in our Charter with respect to business combination transactions
would be inconsistent with the Lakeland Board's guiding principle of maximizing
stockholder value." Let us make it transparently clear that this
change, in no way, had anything to do whatsoever with Mr. Holtzman's withdrawing
his slate of two directors for election at Lakeland's upcoming shareholder
Ryan, "[W]hile the Lakeland Board continues to believes that the supermajority
voting requirements that we are proposing to repeal provide some protection
against self-interested actions by one or a few large stockholders and encourage
persons considering unsolicited acquisition bids for Lakeland to negotiate with
the Lakeland Board to reach terms that are fair to, and in the best interest of,
all stockholders, the Lakeland Board recognizes the growing public sentiment
that suggests that these types of provisions conflict with principles of good
corporate governance and that their elimination would increase the Lakeland
Board's accountability to its stockholders."
Lakeland's 2008 Annual Meeting, Lakeland intends to seek stockholder approval
for the repeal of Article TWELFTH of its Restated Certificate of Incorporation.
This provision, which was adopted in 1986, currently requires a 66 2/3%
supermajority vote of the outstanding shares of Lakeland's common stock to
approve certain business combinations with persons who beneficially own more
than five percent (5%) of Lakeland's common stock, unless the transaction is
approved by the affirmative vote of 66 2/3% of the directors who were directors
prior to the acquisition of the more than five percent (5%) beneficial ownership
repeal of Article TWELFTH, those transactions that were previously covered by
its supermajority provisions would then generally only require the vote of the
holders of a majority of Lakeland's outstanding common stock, rather than an a
66 2/3% percent supermajority vote.
charter amendment proposal is not in response to any request, proposal,
agreement, or understanding with any third party and it is not in contemplation
of any transaction with any third party.
affirmative vote of at least 66 2/3% of the outstanding shares of Lakeland's
common stock entitled to vote at the 2008 Annual Meeting will be required for
approval of this charter amendment proposal.
2008 Annual Meeting of Stockholders will be held on Wednesday, June 18, 2008, at
the Holiday Inn located at 3845 Veterans Memorial Highway in Ronkonkoma, New
York. The record date for determining stockholders who are entitled
to notice of, and are eligible to vote at, the 2008 Annual Meeting or any
adjournment thereof has been set as the close of business on April 27,
has filed a definitive proxy statement and form of proxy with the Securities and
Exchange Commission (SEC) containing information with respect to the
above-described charter amendment proposal and the other matters being proposed
for consideration at its 2008 annual meeting of
stockholders. Stockholders are advised to read the proxy statement
and other documents related to the solicitation of proxies from Lakeland
stockholders for use at the 2008 annual meeting because they contain important
information. The definitive proxy statement and form of proxy are
available, along with other relevant documents, at no charge, at the SEC's
website at http://www.sec.gov.
Lakeland Industries, Inc.:
Industries, Inc. (Nasdaq: LAKE) manufactures and sells a comprehensive line of
safety garments and accessories for the industrial protective clothing
market. The Company's products are sold by a direct sales force and
through independent sales representatives to a network of over 1000 safety and
mill supply distributors. These distributors in turn supply end user
industrial customers such as chemical/petrochemical, automobile, steel, glass,
construction, smelting, janitorial, pharmaceutical and high technology
electronics manufacturers, as well as hospitals and laboratories. In
addition, Lakeland supplies federal, state, and local government agencies, fire
and police departments, airport crash rescue units, the Department of Defense,
the Centers for Disease Control and Prevention, and may other federal and state
agencies. For more information concerning Lakeland, please visit the
Company online at www.lakeland.com.
Last updated: May 16, 2008