Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2022, the stockholders of Lifetime Brands, Inc. (the "Company") approved an amendment and restatement of the Company's Amended and Restated 2000 Long-Term Incentive Plan (the "Plan") to, among other things, increase the number of shares of the Company's common stock for which awards may be granted under the Plan by 1,180,000. The terms of the Plan, a copy of which is filed as Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed on April 28, 2022, and the description of the Plan contained in Proposal 4 of such proxy statement, are incorporated herein by reference in their entirety.

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

On June 23, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders voted on the following matters, which are described in detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2022 (the "Proxy Statement"): (i) to elect a board of directors of the ten (10) nominees named in the Proxy Statement, each to serve until the 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified ("Proposal 1"); (ii) to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 ("Proposal 2"); (iii) to approve, on a non-binding advisory basis, the 2021 compensation of the Company's named executive officers ("Proposal 3"); and to approve an amendment and restatement of the Plan ("Proposal 4"). At the 2022 Annual Meeting, the holders of 20,295,446 votes of the Company's common stock were represented in person or by proxy, constituting a quorum.

Set forth below are the final voting results with respect to each of the proposals acted upon at the 2022 Annual Meeting including the number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each such proposal.

Proposal 1: Election of Directors



The following ten (10) nominees unanimously recommended by the Company's Board
of Directors (the "Board"), each of whom were named in the 2022 Proxy Statement,
were elected to serve on the Board to hold office until the 2023 Annual Meeting
of Stockholders or until their successors are duly elected and qualified, based
on the following votes:

                               FOR           WITHHELD        ABSTAIN        BROKER NON-VOTES
Jeffrey Siegel                17,683,349        424,883            455               2,186,759
Robert B. Kay                 17,745,224        363,008            455               2,186,759
Rachael A. Jarosh             17,533,484        567,843          7,360               2,186,759
John Koegel                   17,394,821        706,456          7,410               2,186,759
Cherrie Nanninga              17,294,591        806,886          7,210               2,186,759
Craig Phillips                17,045,574      1,045,399         17,714               2,186,759
Veronique Gabai-Pinsky        17,533,633        567,844          7,210               2,186,759
Bruce G. Pollack              17,508,633        592,644          7,410               2,186,759
Michael J. Regan              17,520,831        580,446          7,410               2,186,759
Michael Schnabel              17,524,266        577,011          7,410               2,186,759

--------------------------------------------------------------------------------

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2022

The appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following votes:



                                                     BROKER
        FOR            AGAINST        ABSTAIN       NON-VOTES

     20,240,385        48,393          6,668            0

Proposal 3: Approval on a non-binding advisory basis, the 2021 compensation of the Company's named executive officers

The 2021 compensation of the Company's named executive officers was approved on a non-binding advisory basis, based on the following votes:


                                                     BROKER
        FOR            AGAINST        ABSTAIN       NON-VOTES

     16,247,241       1,391,816       469,630       2,186,759

Proposal 4: Approval of an Amendment and Restatement of the Company's Amended and Restated 2000 Long-Term Incentive Plan

An amendment and restatement of the Company's Amended and Restated 2000 Long-Term Incentive Plan was approved based on the following votes:



                                                     BROKER
        FOR            AGAINST        ABSTAIN       NON-VOTES

     17,688,813        409,747        10,127        2,186,759

Item 7.01 Regulation FD Disclosure.

On June 24, 2022, the Company issued a press release announcing the results of the votes cast at the 2022 Annual Meeting and the declaration of a quarterly cash dividend of $0.0425 per share payable on August 15, 2022 to stockholders of record as of the close of business on August 1, 2022 (the "Press Release"). The Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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