8-K 1 item507submissionofmatters.htm 8-K SEC Document



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 18, 2016

Commission File No. 001-34061
________________________________________________________________________________________________ 
HSN, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________ 
Delaware
26-2590893
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
1 HSN Drive, St. Petersburg, Florida
33729
(Address of principal executive offices)
(Zip Code)
(727) 872-1000
(Registrant’s telephone number, including area code)

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

 
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:
 
¨ 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)HSN, Inc., a Delaware corporation (the “Company”), held its annual meeting of shareholders on May 18, 2016.

(b)The matters on which the shareholders voted, in person or by proxy, were (i) to elect nine directors to serve until the Company’s next annual meeting of shareholders or until their successors are duly elected and qualified and (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2016. The results of the voting are as follows:

Proposal 1 - Election of Directors:
Name of Nominee
Votes For
Votes Withheld
Broker Non-Votes
 
 
 
 
William Costello
48,488,618
592,144
1,660,315
James M. Follo
48,526,812
553,950
1,660,315
Mindy Grossman
48,527,563
553,199
1,660,315
Stephanie Kugelman
48,525,235
555,527
1,660,315
Arthur C. Martinez
48,526,532
554,230
1,660,315
Thomas J. McInerney
47,171,122
1,909,640
1,660,315
Matthew E. Rubel
48,345,405
735,357
1,660,315
Ann Sarnoff
48,525,474
555,288
1,660,315
Courtnee C. Ulrich
48,485,970
594,792
1,660,315

Each of the director nominees was elected to hold office for a one-year term ending on the next succeeding annual meeting of shareholders.

Proposal 2 - Ratify the appointment of Ernst & Young LLP as our independent registered certified public accounting firm for the fiscal year ending December 31, 2016:
            
Votes For
Votes Against
Votes Abstaining
50,511,124
223,386
6,567

The shareholders approved Proposal 2.





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
HSN, INC.
 Dated: May 19, 2016
 
 
 
By:
/s/ Judy A. Schmeling
 
 
Judy A. Schmeling
 
 
Chief Operating Officer and Chief Financial Officer