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
| | September 9, 2020 | |
| | Date of Report (Date of earliest event reported) | |
| | | |
| | SUMMER INFANT, INC. | |
| | (Exact Name of Registrant as Specified in Charter) | |
| DELAWARE | | 001-33346 | | 20-1994619 |
| (State or Other | | (Commission File Number) | | (IRS Employer |
| Jurisdiction of Incorporation) | | | | Identification No.) |
| | 1275 PARK EAST DRIVE | |
| | WOONSOCKET, RHODE ISLAND 02895 | |
| | (Address of Principal Executive Offices) (Zip Code) | |
| | | |
| | (401) 671-6550 | |
| | (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):
| ¨ | 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)) |
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, par value $0.0001 | SUMR | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ¨
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. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 9, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters submitted at the Annual Meeting by the Board of Directors to a vote of the Company’s stockholders and the final results of the voting for each proposal.
Proposal 1: Election of Directors
Each of the following nominees for director was elected based on the following vote:
| Nominee | | For | | Against | | Abstained | | Broker Non-Votes |
| Evelyn D’An | | 1,280,286 | | 11,907 | | 162 | | 559,364 |
| | | | | | | | | |
| Robin Marino | | 1,291,453 | | 740 | | 162 | | 559,364 |
| | | | | | | | | |
| Alan Mustacchi | | 1,256,180 | | 12,262 | | 23,913 | | 559,364 |
| | | | | | | | | |
| Andrew Train | | 1,290,675 | | 1,066 | | 614 | | 559,364 |
| | | | | | | | | |
| Stephen J. Zelkowicz | | 1,279,833 | | 12,233 | | 289 | | 559,364 |
Proposal 2: Approval, on an Advisory Basis, of Named Executive Officer Compensation
The compensation of the Company’s named executive officers for 2019 was approved by a non-binding advisory vote based on the following vote:
| For | | Against | | Abstained | | Broker Non-Votes |
| 1,279,045 | | 12,510 | | 800 | | 559,364 |
Proposal 3: Approval, on an Advisory Basis, of the Frequency of Holding Future Advisory Votes on Named Executive Officer Compensation
The “one-year” option with respect to the frequency of holding future advisory votes on the compensation of the Company’s named executive officers was approved:
| One Year | | Two Years | | Three Years | | Abstained | | Broker Non-Votes |
| 961,573 | | 209 | | 327,883 | | 2,690 | | 559,364 |
Proposal 4: Ratification of Appointment of RSM US LLP as Independent Auditor
The appointment of RSM US LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 2, 2021 was ratified based on the following vote:
| For | | Against | | Abstained |
| 1,847,450 | | 3,312 | | 957 |
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.
| | SUMMER INFANT, INC. |
| | | |
| Date: September 10, 2020 | By: | /s/ Edmund J. Schwartz |
| | | Edmund J. Schwartz |
| | | Chief Financial Officer |
