0000921691-11-000016.txt : 20110527 0000921691-11-000016.hdr.sgml : 20110527 20110526174046 ACCESSION NUMBER: 0000921691-11-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110526 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110526 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLE KENNETH PRODUCTIONS INC CENTRAL INDEX KEY: 0000921691 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 133131650 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13082 FILM NUMBER: 11875452 BUSINESS ADDRESS: STREET 1: 603 WEST 50 STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2015838508 MAIL ADDRESS: STREET 1: 603 WEST 50 STREET CITY: NEW YORK STATE: NY ZIP: 10019 8-K 1 k8052611e.htm FORM 8-K, ITEM 5.07 SECURITIES AND EXCHANGE COMMISSION

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 25, 2011

 

 

 

KENNETH COLE PRODUCTIONS, INC.

 (Exact name of registrant as specified in its charter)

 

 

New York

1-13082

13-3131650

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation)

File Number)

Identification No)

 

603 West 50th Street, New York, NY 10019

(Address of principal executive offices)(Zip code)

 

Registrant’s telephone number, including area code (212) 265-1500

 

 

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 (see General Instruction A.2. below):


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




  




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


On May 25, 2011, Kenneth Cole Productions, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”).  Pursuant to the Company’s Restated Certificate of Incorporation and By-laws, the holders of the Class A Common Stock, one vote per share, and the Class B Common Stock, ten votes per share, vote together as a single class on all matters to be voted upon at the Annual Meeting.  The holders of Class A Common Stock vote separately as a class to elect 25%, but not less than two directors, of the Company’s Board of Directors.  


The final voting results for the following proposals that were voted upon at the Company’s Annual Meeting are as follows:


Proposal 1 - To elect six directors to serve for the terms expiring on the date of the Annual Meeting of the Company in 2012 and until their respective successors are duly elected and qualified.


Election of Directors – Class A Only


Name

Votes For

Votes Withheld

Broker Non-vote

 

 

 

 

Michael J. Blitzer

6,342,288

634,340

1,056,793

Philip R. Peller

6,733,200

243,428

1,056,793


Election of Directors – Class A & B


Name

Votes For

Votes Withheld

Broker Non-vote

 

 

 

 

Kenneth D. Cole

86,840,339

241,259

1,056,793

Martin E. Franklin

82,082,234

4,999,364

1,056,793

Robert C. Grayson

86,158,328

923,270

1,056,793

Denis F. Kelly

86,451,311

630,287

1,056,793


Proposal 2 - To resolve that the shareholders of the Company approve, on a non-binding    advisory basis, the compensation of the Company’s named executive officers, as  disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders under the heading entitled “Compensation Discussion and Analysis” and in the compensation tables and narrative discussion that follows.


Votes For

Votes Against

Votes Abstained

Broker Non-vote

 

 

 

 

85,916,923

1,134,550

30,125

1,056,793







2




Proposal 3 -To determine the frequency of the shareholders vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2011 Annual Meeting of Shareholders under the heading entitled “Compensation Discussion and Analysis” and in the compensation tables     and narrative discussion that follows.  


1 Year

2 Years

3 Years

Abstain

 

 

 

 

5,687,472

1,670

81,368,945

23,511



Proposal 4 - To ratify the selection of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for 2011.


Votes For

Votes Against

Votes Abstained

Broker Non-vote

 

 

 

 

88,109,461

17,179

11,751

0




3




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.

 

 

Kenneth Cole Productions, Inc.

Registrant

 

 

Dated:  May 26, 2011

             

By:      /S/ DAVID P. EDELMAN

Name: David P. Edelman

Title:   Chief Financial Officer

                                                                        (Principal Financial and Accounting Officer)








4