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): June 9, 2017 (June 6, 2017)
KATE SPADE & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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1-10689 |
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13-2842791 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2 Park Avenue, New York, New York |
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10016 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 354-4900
(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))
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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 6, 2017, Kate Spade & Company (the “Company”) held its 2017 Annual Meeting in North Bergen, New Jersey. Of the 128,604,671 shares of Common Stock outstanding and entitled to vote at the 2017 Annual Meeting as of May 1, 2017, the record date, the holders of record of 107,487,484 shares Common Stock were present, in person or by proxy, and entitled to vote at the 2017 Annual Meeting, constituting a quorum. The matters considered and voted on by the Company’s stockholders at the 2017 Annual Meeting and the vote cast for or withheld, the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
(i) stockholders elected the following nominees to the Company’s Board of Directors, to serve until the 2018 annual meeting of stockholders or until their respective successors are duly elected and qualified:
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Number of |
Votes |
Broker |
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Name |
Shares Voted |
For |
Against |
Abstain |
Non-Votes |
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Lawrence S. Benjamin |
94,350,669 |
93,694,688 |
608,128 |
47,853 |
13,136,815 |
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Raul J. Fernandez Carsten Fischer |
94,350,669 94,350,669 |
93,391,584 93,788,518 |
911,963 514,534 |
47,122 47,617 |
13,136,815 13,136,815 |
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Kenneth B. Gilman |
94,350,669 |
93,665,772 |
637,577 |
47,320 |
13,136,815 |
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Nancy J. Karch |
94,350,669 |
93,404,547 |
900,756 |
45,366 |
13,136,815 |
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Kenneth P. Kopelman |
94,350,669 |
93,401,841 |
900,582 |
48,246 |
13,136,815 |
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Craig A. Leavitt |
94,350,669 |
93,719,641 |
583,161 |
47,867 |
13,136,815 |
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Deborah J. Lloyd |
94,350,669 |
90,626,230 |
3,679,522 |
44,917 |
13,136,815 |
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Douglas Mack |
94,350,669 |
93,768,712 |
534,382 |
47,575 |
13,136,815 |
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Jan Singer |
94,350,669 |
93,730,590 |
574,391 |
45,688 |
13,136,815 |
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Doreen A. Toben |
94,350,669 |
93,696,857 |
609,047 |
44,765 |
13,136,815 |
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(ii) stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:
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Votes |
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Number of Shares Voted |
For |
Against |
Abstain |
Broker Non-Votes |
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94,350,669 |
92,289,959 |
1,985,795 |
74,915 |
6 |
13,136,815 |
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(iii) stockholders approved, on an advisory basis, that future advisory votes on the compensation of the Company’s names executive offices shall be held on an annual basis:
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Number of Shares Voted |
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1 year |
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2 years |
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3 years |
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Abstain |
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Broker Non-Votes |
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94,350,669 |
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81,736,330 |
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76,617 |
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12,135,241 |
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402,481 |
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13,136,815 |
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(iv) stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year:
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Votes |
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Number of Shares Voted |
For |
Against |
Abstain |
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107,487,484 |
105,733,915 |
\, |
1,609,591 |
143,978 |
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and (v) stockholders rejected the stockholder proposal requesting that the Company’s Board of Directors amend the proxy access provisions in the Company’s By-laws that were approved at the 2016 Annual Shareholders Meeting as described in the Proxy Statement.
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Votes |
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Number of Shares Voted |
For |
Against |
Abstain |
Broker Non-Votes |
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94,350,669 |
19,386,373 |
74,656,602 |
307,694 |
13,136,815 |
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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.
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KATE SPADE & COMPANY |
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Date: June 9, 2017 |
By: |
/s/ Timothy Michno |
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Name: |
Timothy Michno |
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Title: |
Senior Vice President – General Counsel and Secretary
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