0001144204-12-031632.txt : 20120524 0001144204-12-031632.hdr.sgml : 20120524 20120524134552 ACCESSION NUMBER: 0001144204-12-031632 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120524 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120524 DATE AS OF CHANGE: 20120524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLECTIVE BRANDS, INC. CENTRAL INDEX KEY: 0001060232 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 431813160 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14770 FILM NUMBER: 12866723 BUSINESS ADDRESS: STREET 1: 3231 SOUTH EAST SIXTH STREET CITY: TOPEKA STATE: KS ZIP: 66607-2207 BUSINESS PHONE: 7852335171 MAIL ADDRESS: STREET 1: 3231 S E 6TH ST CITY: TOPEKA STATE: KS ZIP: 66607-2207 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE INC /DE/ DATE OF NAME CHANGE: 19980903 FORMER COMPANY: FORMER CONFORMED NAME: PAYLESS SHOESOURCE HOLDINGS INC DATE OF NAME CHANGE: 19980421 8-K 1 v314443_8k.htm FORM 8-K

 

 

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 24, 2012

 

 

Collective Brands, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

         
Delaware   1-14770   43-1813160

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

   

3231 Southeast Sixth Avenue,

Topeka, Kansas

   66607
(Address of principal executive offices)   (Zip Code)

 

(785) 233-5171

(Registrant's Telephone Number, Including Area Code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions 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 

 

(a) The annual meeting of stockholders of the Company was held on May 24, 2012 

 

(b) The stockholders elected all of the Company's nominees for director; approved the advisory vote on executive compensation; ratified the appointment of Deloitte & Touche LLP as the Company's independent registered accounting firm for the fiscal year 2012; approved the Amended and Restated Collective Brand’s, Inc. Incentive Compensation Plan; and approved the 2012 Collective Brands, Inc. Stock Incentive Plan. The final results of voting on each of the matters submitted to a vote of stockholders during the Registrant's annual meeting of stockholders on May 24, 2012 are as follows:

 

        Broker
  For Withheld Non-Votes
1. Election of Directors:        
Mylle H. Mangum 37,751,379 12,275,521   5,471,085
John M. McGovern 40,378,150  9,648,750   5,471,085
D. Scott Olivet 40,399,432  9,627,468   5,471,085

 

Under the Registrant's Charter, each of the directors was elected, having received more votes "for" than "against."

        Broker
  For Against Abstention Non-Votes
2. Advisory Vote on Executive Compensation 47,905,942 1,605,817 515,339 5,471,085
         
  For Against Abstention  
3. Ratification of Deloitte & Touche LLP 55,230,897 198,916 68,370  

  

        Broker
  For Against Abstention Non-Votes
4. Approve the Amended and Restated Collective Brands, Inc. Incentive Compensation Plan 49,348,386 483,647 195,065 5,471,085

 

        Broker
  For Against Abstention Non-Votes
5. Approve the 2012 Collective Brands, Inc. Stock Incentive Plan 43,729,483 6,145,828 151,787 5,471,085

 

2
 


Item 9.01. Financial Statements and Exhibits 

 

(a) Financial statements:

 

            None

 

(b) Pro forma financial information:

 

            None

 

(c) Shell company transactions:

 

            None

 

(d) Exhibits

 

            99.1       Press Release of Collective Brands, Inc. dated May 24, 2012

 

  

SIGNATURE

 

      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.

 


Dated: May 24, 2012  COLLECTIVE BRANDS, INC.
   
  By: /s/ Douglas G. Boessen
    Douglas G. Boessen 
    Division Senior Vice President - Chief Financial Officer and Treasurer

  

3
 

 

Exhibit Index 

 

 

Exhibit No. Description
99.1 Press Release of Collective Brands, Inc. dated May 24, 2012

 

 

4

 

 EX-99.1 2 v314443_ex99-1.htm EXHIBIT 99.1

Collective Brands' Stockholders Pass Proposals at Corporation's Annual Meeting

TOPEKA, Kan., May 24, 2012 /PRNewswire/ -- Stockholders of Collective Brands, Inc. (NYSE: PSS) today at the Corporation's annual meeting re-elected all three of the Company's nominees to the Collective Brands Board of Directors, approved an advisory vote on executive compensation, approved the amended and restated Collective Brands, Inc. Incentive Compensation Plan, approved the 2012 Collective Brands, Inc. Stock Incentive Plan and ratified the re-appointment of Deloitte & Touche LLP as the Corporation's independent registered public accountant for fiscal year 2012.

Mylle H. Mangum, Chief Executive Officer of IBT Enterprises, LLC; John F. McGovern, Former Executive Vice President and Chief Financial Officer of Georgia-Pacific Corporation; and D. Scott Olivet, CEO, Renegade Brands, LLC and Executive Chairman of RED Digital Cinema were re-elected to the Collective Brands Board of Directors at the meeting.

D. Scott Olivet has been re-elected as Chairman of the Board.

Other board members whose terms continue are: Daniel Boggan Jr., Retired Senior Vice President of the National Collegiate Athletic Association; Richard L. Markee, Executive Chairman, Vitamin Shoppe, Inc.; Robert F. Moran, Chairman and Chief Executive Officer, PetSmart, Inc.; Matthew A. Ouimet, President and Chief Executive Officer Cedar Fair LLP; Michael A. Weiss, Chairman, President and Chief Executive Officer of Express, Inc.; and Robert C. Wheeler, Retired Chairman and Chief Executive Officer of Hill's Pet Nutrition, Inc.

About Collective Brands, Inc.

Collective Brands, Inc. is a leader in bringing compelling lifestyle, fashion and performance brands for footwear and related accessories to consumers worldwide. The company operates three strategic units: Payless ShoeSource, Collective Brands Performance + Lifestyle Group (PLG) and Collective Licensing International. Payless ShoeSource is one of the largest footwear retailers in the western hemisphere. It is dedicated to providing incredible values of on-trend and validated styles of footwear and accessories. PLG markets footwear and related products for children and adults under well-known brand names including Stride Rite®, Sperry Top-Sider®, Saucony®, and Keds®. Collective Licensing International is a leading youth lifestyle marketing and global licensing business. Information about, and links for shopping on, each of Collective Brands' business units can be found at www.collectivebrands.com.



CONTACT: Mardi Larson, Media Relations, +1-612-928-0202, for Collective Brands, Inc.