8-K 1 f8kshareholdersvotes2014.htm 8-K f8kshareholdersvotes2014


 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): April 29, 2014
 

 
THE DIXIE GROUP, INC.
(Exact name of Registrant as specified in its charter)
 
Tennessee
 
0-2585
 
62-0183370
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
104 Nowlin Lane - Suite 101, Chattanooga, Tennessee
 
37421
(Address of principal executive offices)
 
(zip code)
 
(423) 510-7000
(Registrant's telephone number, including area code)


 
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.
 
The 2014 annual meeting of the shareholders (the “meeting”) of the Dixie Group, Inc. (the “Company”) was held on April 29, 2014. The final voting results for each of the proposals submitted for vote by the shareholders are set forth below.
 
Proposal 1 - election of directors - the below nine individuals were elected for a term of one year each, as follows:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
 
 
 
 
 
 
 
 
Charles E. Brock
26,893,895

 
6,221

 
114,339

 
2,609,360

 
 
 
 
 
 
J. Don Brock
25,643,951

 
1,256,165

 
114,339

 
2,609,360

 
 
 
 
 
 
Daniel K. Frierson
26,886,027

 
14,089

 
114,339

 
2,609,360

 
 
 
 
 
 
D. Kennedy Frierson, Jr.
26,897,687

 
2,429

 
114,339

 
2,609,360

 
 
 
 
 
 
Walter W. Hubbard
26,880,082

 
20,034

 
114,339

 
2,609,360

 
 
 
 
 
 
Lowry F. Kline
26,896,547

 
3,569

 
114,339

 
2,609,360

 
 
 
 
 
 
Hilda S. Murray
26,879,920

 
20,196

 
114,339

 
2,609,360

 
 
 
 
 
 
John W. Murrey, III
26,879,206

 
20,910

 
114,339

 
2,609,360

 
 
 
 
 
 
 
 
 
 
Michael L. Owens
26,897,262

 
2,854

 
114,339

 
2,609,360

 


Proposal 2 - Approval of the material terms of the Performance Goals for the Annual Incentive Compensation Plan applicable to 2014-2018 was approved as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
26,848,724

 
136,249

 
29,781

 
2,609,061

 


Proposal 3 - Advisory Vote on the Company's Executive Compensation for its name executive officers ("Say-on-Pay") was approved as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
26,899,640

 
84,376

 
30,738

 
2,609,061

 


Proposal 4 - Appointment of Dixon Hughes Goodman LLP to serve as independent registered public accountants of the Company for 2014 was approved as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
28,563,809

 
311,553

 
46,521

 
701,932

 

 





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.
 

Date:    May 1, 2014
       
THE DIXIE GROUP, INC.
 
 
 
 
 
 By: /s/ Jon A. Faulkner               
 
 
Jon A. Faulkner
 
 
Chief Financial Officer