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):
May 17, 2012
THE JONES GROUP INC.
(Exact Name of registrant as specified in its charter)
|
Pennsylvania (State or Other Jurisdiction of Incorporation) |
1-10746 (Commission File Number) |
06-0935166 (IRS Employer Identification No.) |
| 1411 Broadway New York, New York 10018 (Address of principal executive offices) |
||
| (212) 642-3860
(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:
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The foregoing description of the amendment to Mr. McClain's employment agreement is qualified in its entirety by reference to the amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 17, 2012, The Jones Group Inc. (the "Company") held its annual meeting of stockholders.
(b) At that meeting, the stockholders elected all of the Company's nominees for director, ratified the selection of BDO USA, LLP as the Company's independent registered public accounting firm for 2012, approved an advisory resolution on executive compensation and reapproved the material terms for performance-based awards under the 2007 Executive Annual Cash Incentive Plan. The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows:
1. Election of Directors:
| For | Against | Abstain | Broker Non-Votes |
|
| Wesley R. Card | 70,670,630 | 622,345 | 110,984 | 4,503,686 |
| Sidney Kimmel | 68,059,009 | 3,235,852 | 109,098 | 4,503,686 |
| Matthew H. Kamens | 59,819,719 | 11,469,058 | 115,182 | 4,503,686 |
| Gerald C. Crotty | 70,404,384 | 887,699 | 111,876 | 4,503,686 |
| Lowell W. Robinson | 60,941,291 | 10,348,699 | 113,969 | 4,503,686 |
| Robert L. Mettler | 70,389,424 | 901,351 | 113,184 | 4,503,686 |
| Margaret H. Georgiadis | 60,962,164 | 10,327,911 | 113,884 | 4,503,686 |
| John D. Demsey | 70,392,924 | 897,876 | 113,159 | 4,503,686 |
| Jeffrey D. Nuechterlein | 70,405,251 | 885,297 | 113,411 | 4,503,686 |
| Ann Marie C. Wilkins | 70,667,277 | 613,316 | 123,366 | 4,503,686 |
2. Ratification of Selection of Independent Registered Public Accounting Firm BDO USA, LLP:
| For | Against | Abstain | Broker Non-Votes |
| 63,137,392 | 12,597,990 | 172,263 | 0 |
3. Advisory Resolution on Executive Compensation:
| For | Against | Abstain | Broker Non-Votes |
| 67,252,691 | 1,838,023 | 2,313,245 | 4,503,686 |
4. Reapproval of the Material Terms for Performance-Based Awards under the 2007 Executive Annual Cash Incentive Plan:
| For | Against | Abstain | Broker Non-Votes |
| 65,386,560 | 3,798,888 | 2,218,511 | 4,503,686 |
(c) Not applicable.
(d) Not applicable.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No. |
Description |
|
10.1 |
Amendment No. 3 dated May 17, 2012 to Employment Agreement between The Jones Group Inc. and John T. McClain dated as of July 11, 2007. |
2
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.
| THE JONES GROUP INC. (Registrant) By: /s/ Ira M. Dansky |
Date: May 22, 2012
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Exhibit Index
|
Exhibit No. |
Description |
|
10.1 |
Amendment No. 3 dated May 17, 2012 to Employment Agreement between The Jones Group Inc. and John T. McClain dated as of July 11, 2007. |
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EXHIBIT 10.1
THE JONES GROUP INC.
May 17, 2012
Mr. John T. McClain
25 Beachmont Terrace
North Caldwell, New Jersey 07006
Re: Amendment No. 3 to Employment Agreement
Dear John:
Reference is made to your Employment Agreement dated as of July 11, 2007, by and between you and The Jones Group Inc. (the "Company'), as amended by Amendment No. 1 dated July 18, 2008 and Amendment No. 2 dated December 8, 2009 (the "Employment Agreement"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.
This will confirm our agreement that, effective as of the date hereof, the terms and conditions of the Employment Agreement are hereby amended as follows:
1. Section 2 of the Employment Agreement is hereby deleted in its entirety and replaced with the following Section 2:
"2. Term. The Company shall employ the Executive for the period commencing as of July 16, 2007 and ending as of June 30, 2015 (the "Term")."
2. Except as otherwise set forth in this Amendment No. 3 to Employment Agreement, the Employment Agreement is ratified and confirmed in all respects and remains in full force and effect.
Please acknowledge
your agreement with the foregoing by signing the enclosed copy of this Amendment
No. 3 to Employment Agreement and returning it to the Company in the manner
directed by the Company.
| Very truly yours,
THE JONES GROUP INC. By: /s/Ira M. Dansky
|
Agreed in all respects:
/s/ John T. McClain
John T. McClain
1411 BROADWAY, NEW YORK, NEW YORK 10018