G III APPAREL GROUP LTD /DE/0000821002false00008210022024-06-182024-06-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 18, 2024 (June 18, 2024)

G-III APPAREL GROUP, LTD.

(Exact Name of Registrant as Specified in Charter)

Delaware

0-18183

41-1590959

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

512 Seventh Avenue

New York, New York, 10018

(Address of Principal Executive Offices, and Zip Code)

(212) 403-0500

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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, $0.01 par value per share

GIII

The Nasdaq Stock Market

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2024, G-III Apparel Group, Ltd. (the “Company” or “G-III”) held its Annual Meeting of Stockholders (the “2024 Annual Meeting”). A total of 42,093,181 shares were represented at the 2024 Annual Meeting and the Company’s stockholders took the following actions:

Proposal No. 1: Election of Directors

The Company’s stockholders elected each of the thirteen nominees for director to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified based on the following votes:

Name

Votes For

Votes Withheld

Broker Non-Votes

Morris Goldfarb

35,208,035

5,573,904

1,311,242

Sammy Aaron

34,732,327

6,049,612

1,311,242

Thomas J. Brosig

30,553,433

10,228,506

1,311,242

Joyce F. Brown

37,521,202

3,260,737

1,311,242

Jeffrey Goldfarb

35,029,609

5,752,330

1,311,242

Victor Herrero

27,701,224

13,080,715

1,311,242

Robert L. Johnson

36,947,694

3,834,245

1,311,242

Patti H. Ongman

35,868,872

4,913,067

1,311,242

Laura Pomerantz

32,714,688

8,067,251

1,311,242

Michael Shaffer

37,424,203

3,357,736

1,311,242

Cheryl Vitali

35,965,665

4,816,274

1,311,242

Richard White

31,703,195

9,078,744

1,311,242

Andrew Yaeger

37,521,105

3,260,834

1,311,242

Proposal No. 2: Advisory Vote on Compensation of the Company’s Named Executive Officers

The Company’s stockholders cast an advisory (non-binding) vote on the compensation of the Company’s named executive officers as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

12,591,741

28,131,838

58,360

1,311,242

G-III values the opinions of its stockholders and will continue to solicit their views on its executive compensation program. The Board and the Compensation Committee of the Board will consider the results of this advisory vote and its continuing stockholder outreach in making future decisions on named executive officer compensation.

Proposal No. 3: Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2025 based on the following votes:

Votes For

Votes Against

Abstentions

Broker Non-Votes

41,001,020

1,088,312

3,849

-

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Item 9.01 Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

None.

(b)Pro Forma Financial Information.

None.

(c)Shell Company Transactions

None.

(d)Exhibits.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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EXHIBIT INDEX

Exhibit
No.


Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

4

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.

G-III APPAREL GROUP, LTD.

Date: June 18, 2024

By:

/s/ Neal S. Nackman

Name:

Neal S. Nackman

Title:

Chief Financial Officer

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