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: April 30, 2019
(Date of earliest event reported)
_____________________________________
NAUTILUS, INC.
(Exact name of registrant as specified in its charter)
_______________________________________
|
| | |
| Washington | 001-31321 | 94-3002667 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
| | 17750 SE 6th Way
Vancouver, Washington 98683 | |
| | (Address of principal executive offices and zip code) | |
| | | |
| | (360) 859-2900 | |
| | (Registrant's telephone number, including area code) | |
| | | |
| | N/A | |
| | (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):
|
| | |
| 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 |
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, no par value | NLS | New York Stock Exchange |
NAUTILUS, INC.
FORM 8-K
|
| |
| Item 5.07 | Matters Submitted to a Vote of Security Holders |
On April 30, 2019 Nautilus, Inc. held its annual meeting of shareholders. At the annual meeting, the Company’s shareholders (i) elected Ronald P. Badie, Richard A. Horn, M. Carl Johnson, III, Anne G. Saunders and Marvin G. Siegert to the Company’s Board of Directors, each to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified, (ii) adopted a non-binding advisory resolution approving the Company’s executive compensation, (iii) ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for the year ending December 31, 2019, and (iv) approved, on an advisory basis, one year as the frequency of future advisory votes on the Company's executive compensation.
The following is a summary of the voting results for each matter submitted to the shareholders:
(1) Proposal to elect a Board of Directors consisting of five (5) members:
|
| | | | | | |
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Ronald P. Badie | | 21,935,514 | | 1,350,074 | | 4,087,211 |
| Richard A. Horn | | 21,973,872 | | 1,311,716 | | 4,087,211 |
| M. Carl Johnson, III | | 22,292,454 | | 993,134 | | 4,087,211 |
| Anne G. Saunders | | 22,061,207 | | 1,224,381 | | 4,087,211 |
| Marvin G. Siegert | | 21,945,172 | | 1,340,416 | | 4,087,211 |
(2) Proposal to adopt a non-binding advisory resolution approving the Company’s executive compensation:
|
| | | | | | |
| For | | Against | | Abstain | | Non-Votes |
| 22,402,509 | | 867,611 | | 15,468 | | 4,087,211 |
(3) Proposal to ratify the appointment of KPMG LLP as Independent Registered Public Accounting Firm:
|
| | | | | | |
| For | | Against | | Abstain | | Non-Votes |
| 27,298,113 | | 69,546 | | 5,140 | | — |
(4) Proposal to approve, on an advisory basis, the frequency of future advisory votes on executive compensation:
|
| | | | | | | |
| 1 Year | | 2 Year | | 3 Year | | Abstain | Non-Votes |
| 20,738,346 | | 393,427 | | 2,143,197 | | 10,618 | 4,087,211 |
In accordance with the recommendation of the Board of Directors, the Company's shareholders approved, on an advisory basis, one year as the frequency for holding future advisory votes to approve the Company's executive compensation. In light of such approval, the Company intends to hold an advisory vote on the compensation of the Company's named executive officers on an annual basis until the next required vote on the frequency of holding an advisory vote to approve executive compensation.
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.
|
| | | | |
| | | | NAUTILUS, INC. |
| | | | (Registrant) |
| | | | | |
| May 6, 2019 | | | By: | /s/ Wayne M. Bolio |
| (Date) | | | | Wayne M. Bolio |
| | | | | Senior Vice President, Law and Human Resources, General Counsel |
GSB:10195870.2
