Description of Lands’ End, Inc. Common Stock Registered Under Section 12 of the Exchange Act
This document describes the key terms of Lands’ End, Inc.’s common stock, which is registered and traded on the Nasdaq under the symbol “LE.” Holders of common stock have one vote per share, rights to dividends if declared by the board, and share equally in assets if the company dissolves. The stock does not have special rights like cumulative voting, preemptive, or conversion rights. Computershare Investor Services acts as the transfer agent and registrar. The terms are governed by the company’s Certificate of Incorporation, Bylaws, and Delaware law.
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DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Lands’ End, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common Stock.
DESCRIPTION OF COMMON STOCK
The following description of our Common Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), each of which are incorporated by reference as exhibits to the Annual Report on Form 10-K. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the Delaware General Corporation Law, as amended, for additional information.
Authorized Shares of Capital Stock
Our authorized capital stock consists of 480,000,000 shares of common stock, $0.01 par value per share (“Common Stock”). As of January 29, 2021, there were 32,614,088 shares of Common Stock outstanding. The outstanding shares of our Common Stock are fully paid and nonassessable.
Listing
Our common stock is listed and principally traded on The Nasdaq Stock Market LLC under the symbol “LE”.
Voting Rights
Holders of Common Stock are entitled to one vote per share on all matters voted on by the stockholders, including the election of directors. Our Common Stock does not have cumulative voting rights.
Dividend Rights
The holders of Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors in its discretion out of funds legally available for the payment of dividends.
Liquidation Rights
Holders of Common Stock will share ratably in all assets legally available for distribution to our stockholders in the event of dissolution.
Other Rights and Preferences
Our Common Stock has no sinking fund or redemption provisions or preemptive, conversion or exchange rights. Holders of Common Stock may act by unanimous written consent.
Transfer Agent and Registrar
Computershare Investor Services is the transfer agent and registrar for our common stock.
