Current Report Filing (8-k)
July 15 2013 - 4:36PM
Edgar (US Regulatory)
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):
July 12, 2013
SEQUENTIAL BRANDS GROUP, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
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000-16075 |
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86-0449546 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1065 Avenue of the Americas, Suite 1705,
New York, NY 10018
(Address of Principal Executive Offices/Zip
Code)
(646) 564-2577
(Registrant’s telephone number, including
area code)
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):
| ¨ | Witten 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 5.07. Submission of Matters to a Vote of Security Holders
(a) The annual meeting
of the stockholders of Sequential Brand Group, Inc. (the “Company”) was held on July 12, 2013. There were 16,229,855
shares of common stock entitled to be voted, and 10,422,297 shares present in person or represented by proxy at the annual meeting.
Four items of business were acted upon by stockholders at the annual meeting: (1) election of three (3) Class II members of the
board of directors for a three-year term, (2) ratification of the appointment of Grant Thornton LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2013, (3) approval, on an advisory basis, of the compensation
of the Company’s named executive officers, and (4) approval, on an advisory basis, of the frequency of future advisory votes
on the compensation of the Company’s named executive officers.
(b) The stockholders
(i) elected each of the Company’s nominees for director; (ii) ratified the appointment of Grant Thornton LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2013; (iii) approved, on an advisory basis,
compensation of the Company’s named executive officers; and (iv) approved, on an advisory basis, annual frequency of the
future advisory votes on executive compensation.
The voting results were
as follows:
Proposal 1 - Election of three Class II Directors
| |
Number of | | |
Number of Votes | | |
Broker | |
Names | |
Votes For | | |
Withheld | | |
Non-Votes | |
Matthew Eby | |
| 9,418,573 | | |
| 163,484 | | |
| 840,240 | |
Stewart Leonard Jr. | |
| 9,582,016 | | |
| 41 | | |
| 840,240 | |
Gary Johnson | |
| 9,582,016 | | |
| 41 | | |
| 840,240 | |
Proposal 2 - To Ratify the Selection of Grant Thornton LLP
as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2013
For | |
| 10,405,266 | |
Against | |
| 17,031 | |
Abstentions | |
| -0- | |
Broker Non-Votes | |
| -0- | |
Proposal 3 - To Approve, on an Advisory Basis, the compensation
of the Company’s named executive officers
For | |
| 9,417,663 | |
Against | |
| 146,903 | |
Abstentions | |
| 17,491 | |
Broker Non-Votes | |
| 840,240 | |
Proposal 4 - To approve, on an advisory basis, the frequency
of future advisory votes on the compensation of the Company’s named executive officers
One Year | |
| 9,543,107 | |
Two Years | |
| 1,995 | |
Three Years | |
| 19,422 | |
Abstentions | |
| 17,533 | |
Broker Non-Votes | |
| 840,240 | |
(c) The stockholders elected, on an advisory
basis, to hold an advisory vote to approve compensation of the Company’s named executive officers every year. In line with
this recommendation by our stockholders, the Board of Directors has determined that advisory votes on executive compensation will
be submitted to stockholders every year until the next required advisory vote on the frequency of an executive compensation vote.
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.
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SEQUENTIAL BRANDS GROUP, INC. |
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By: |
/s/ YEHUDA SHMIDMAN |
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Yehuda Shmidman |
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Director, Chief Executive Officer |
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and Secretary |
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Date: July 15, 2013 |
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