0000072573 false 0000072573 2023-06-22 2023-06-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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 22, 2023

 

MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)

 

New York 1-16497 13-2595932
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)

 

650 FROM ROAD, SUITE 375

PARAMUS, NJ 07652-3556

(Address of principal executive offices) (Zip Code)
 
(201) 267-8000
(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 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)  

Name of each exchange

on which registered

Common stock, par value $0.01 per share   MOV   New York Stock Exchange

 

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.

 

(a) Annual Meeting. The 2023 Annual Meeting of Shareholders of the Company was held on June 23, 2023.

 

(b) Matters Voted Upon; Voting Results. The following matters were submitted for a vote of the Company’s shareholders.

 

Matter One. Election of Directors. Each of the eight nominees listed below was elected a director of the Company to hold office until the next annual meeting of the shareholders and until his or her successor has been elected and qualified.

 

 

 

Nominee

 

Number

of

Votes For

 

Number of

Votes

Withheld

 

Number of

Broker

Non-Votes

Peter A. Bridgman 73,051,884 4,916,220  920,521
Alex Grinberg 77,061,388 906,716  920,521
Efraim Grinberg 72,628,610 5,339,494  920,521
Alan H. Howard 76,475,733 1,492,371  920,521
Richard Isserman 76,545,674 1,422,430  920,521
Ann Kirschner 71,339,839 6,628,265  920,521
Maya Peterson 73,046,108 4,921,996  920,521
Stephen Sadove 72,233,995 5,734,109  920,521

 

Matter Two. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024.

 

 

Number

of

Votes For

 

Number of

Votes

Against

 

Number of

Votes

Abstaining

 

Number of

Broker

Non-Votes

78,473,154 413,772 1,699 -

 

Matter Three. Adoption, on an advisory basis, of a resolution approving the compensation of the Company’s named executive officers as described in the Proxy Statement for the Company’s 2023 Annual Meeting of Shareholders under the heading “Executive Compensation.”

 

 

Number

of

Votes For

 

Number of

Votes

Against

 

Number of

Votes

Abstaining

 

Number of

Broker

Non-Votes

77,288,023 665,533 14,548 920,521

 

Matter Four. Selection, on an advisory basis, of the frequency of future advisory votes on executive compensation as disclosed in the Proxy Statement for the Company’s 2023 Annual Meeting of Shareholders.

 

 

One Year

 Two Years Three Years Number of Votes Abstaining

Number of

Broker

Non-Votes

76,604,995 34,364 1,326,462 2,283 920,521

 

 

 

 

 

 

Matter Five. Approval of the 1996 Stock Incentive Plan, as amended and restated, effective April 4, 2023.

 

 

Number

of

Votes For

 

Number of

Votes

Against

 

Number of

Votes

Abstaining

 

Number of

Broker

Non-Votes

70,119,455 7,822,172 26,477 920,521

 

(d)  Disclosure Regarding Frequency of Shareholder Advisory Vote on Executive Compensation.  A majority of the votes cast by the Company’s shareholders were voted to hold an advisory vote on executive compensation annually. After considering this preference of a majority of the Company’s shareholders, the Company’s Board of Directors determined, at a meeting held on June 22, 2023, that the Company will hold a non-binding advisory vote on the compensation of its named executive officers on an annual basis until the next non-binding shareholder vote on the frequency of future advisory votes on executive compensation is taken.

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: June 23, 2023

 

  MOVADO GROUP, INC.  
       
  By: /s/ Mitchell C. Sussis  
  Name: Mitchell C. Sussis  
  Title: Senior Vice President and General Counsel