UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On June 8, 2023, Vince Holding Corp. (the “Company”) announced its financial results for its first quarter ended April 29, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information, including Exhibit 99.1 hereto, which the registrant furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission (the “SEC”) shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”). The proposals submitted to a stockholder vote at the Annual Meeting are described in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the SEC on May 5, 2023. The results of such stockholder vote are set forth below:
Proposal No. 1 – To elect two Class III directors to serve until the Company’s annual meeting of stockholdersto be held in 2026 or until their respective successors are duly elected and qualified.
Nominee |
For |
Withheld |
Broker-Non-Vote |
Jerome Griffith |
9,016,177 |
263,307 |
945,023 |
Jonathan "Jack" Schwefel |
9,278,935 |
549 |
945,023 |
Proposal No. 2 – Ratification of appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2024.
For |
Against |
Abstain |
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10,224,486 |
21 |
0 |
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Proposal No. 3 – Approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
For |
Against |
Abstain |
Broker Non-Vote |
9,181,376 |
93,003 |
5,105 |
945,023 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description of Exhibit |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded wtihin the Inline XBRL document). |
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.
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VINCE HOLDING CORP. |
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Date: |
June 8, 2023 |
By: |
/s/ Jonathan Schwefel |
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Name: Jonathan Schwefel |