8-K 1 a17-27317_18k.htm 8-K

 

 

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): November 15, 2017

 

 

TUESDAY MORNING CORPORATION

(Exact name of registrant as specified in charter)

 

 

Delaware

 

 0-19658

 

75-2398532

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

6250 LBJ Freeway
Dallas, Texas

 

75240

(Address of principal executive offices)

 

(Zip Code)

 

(972) 387-3562

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 o

 

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. o

 

 

 


 

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

 

Set forth below is information concerning each matter submitted to a vote at the 2017 Annual Meeting, including the final voting results.

 

Proposal No. 1:  The stockholders elected each of the following persons as a director to serve for a term of one year or until their successors are elected and qualified or until their earlier death, resignation or removal.

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

Steven R. Becker

 

26,446,153

 

153,766

 

11,520,152

 

Terry Burman

 

26,468,246

 

131,673

 

11,520,152

 

James Corcoran

 

25,093,617

 

1,506,302

 

11,520,152

 

Barry Gluck

 

26,462,517

 

137,402

 

11,520,152

 

Frank Hamlin

 

26,445,435

 

154,484

 

11,520,152

 

William Montalto

 

26,461,315

 

138,604

 

11,520,152

 

Sherry M. Smith

 

26,464,602

 

135,317

 

11,520,152

 

Richard S Willis

 

26,464,443

 

135,476

 

11,520,152

 

 

Proposal No. 2:  The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

25,776,641

 

787,433

 

35,845

 

11,520,152

 

Proposal No. 3:  The stockholders approved a frequency of every year (1 YEAR) on future advisory votes on executive compensation.

 

1 YEAR

 

2 YEARS

 

3 YEARS

 

ABSTAIN

 

Broker Non-Votes

 

25,886,766

 

102,377

 

575,689

 

35,087

 

11,520,152

 

 

In connection with the Annual Meeting, the Board of Directors recommended that stockholders approve a frequency of every year (1 YEAR) on future advisory votes on executive compensation.  In light of such recommendation and the vote cast by stockholders as shown above, the Board of Directors, on November 15, 2017, determined that the Company will hold future advisory votes on executive compensation on an annual basis.

 

Proposal No. 4:  The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018.

 

For

 

Against

 

Abstain

37,936,589

 

166,053

 

17,429

 

No other matters were voted upon at the meeting.

 

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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.

 

 

TUESDAY MORNING CORPORATION

 

 

 

 

 

 

Date: November 17, 2017

By:

/s/ Bridgett C. Zeterberg

 

 

Bridgett C. Zeterberg

 

 

Corporate Secretary

 

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