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) August 3, 2016
Naked Brand Group Inc.
(Exact name of registrant as specified in its charter)
| | Nevada | | 001-37662 | | 99-0369814 | |
| | (State or other | | (Commission | | (IRS Employer | |
| | jurisdiction
of incorporation) | | File Number) | | Identification No.) | |
10th Floor – 95 Madison Avenue, New York, NY 10016
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code212.851.8050
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 (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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 3, 2016, Naked Brand Group Inc. (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 7, 2016 (the “Proxy Statement”). At the beginning of the Annual Meeting, there were 4,064,490 shares of common stock present at the Annual Meeting in person or by proxy, which represented 66.96% of the common stock entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on June 15, 2016. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting.
| 1. | The seven nominees for election to the Board of Directors of the Company were elected by the stockholders of the Company by the following vote: |
| NOMINEES | FOR | WITHHELD | BROKER NON-VOTES |
| Carole Hochman | 3,568,809 | 4,946 | 490,735 |
| Joel Primus | 3,565,317 | 8,438 | 490,735 |
| David Hochman | 3,568,811 | 4,944 | 490,735 |
| Andrew Kaplan | 3,568,196 | 5,559 | 490,735 |
| Paul Hayes | 3,568,196 | 5,559 | 490,735 |
| Martha Olson | 3,571,089 | 2,666 | 490,735 |
| Jesse Cole | 3,571,097 | 2,658 | 490,735 |
| 2. | The proposal to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Proxy Statement was approved by the stockholders of the Company by the following vote: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 3,506,253 | 52,921 | 14,581 | 490,735 |
| 3. | The stockholders of the Company voted, on a non-binding advisory basis, that a non-binding advisory vote to approve the compensation of the named executive officers of the Company be taken every three years based upon the vote set forth below. |
| 1 Year | 2 Years | 3 Years | ABSTAIN | BROKER NON-VOTES |
| 500,165 | 73,295 | 2,985,617 | 14,678 | 490,735 |
| 4. | The proposal to approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the common stock from 11,250,000 to 18,000,000 was approved by the stockholders of the Company by the following vote: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 3,963,306 | 95,544 | 5,640 | 0 |
| 5. | The proposal to approve an amendment to the Company’s Articles of Incorporation to provide authority to issue up to 2,000,000 shares of blank check preferred stock was approved by the stockholders of the Company by the following vote: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 3,406,395 | 165,997 | 1,363 | 490,735 |
| 6. | The proposal to ratify the appointment of BDO USA, LLP as the Company’s independent auditor for the fiscal year ending January 31, 2017 was approved by the stockholders of the Company by the following vote: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 4,057,285 | 7,149 | 56 | 0 |
Item 8.01 Other Events
On August 3, 2016, the Company issued a press release announcing its new sales team comprised of five experienced sales executives and specialists. The team, led by Pat Larkin as Vice President of Sales, will focus on wholesale channel growth for both women’s and men’s product in department stores, online retailers as well as specialty stores nationwide. These new team members are at will employees with base monthly salaries or draws plus commission-based compensation tied to sales performance. The Company has not entered into any other compensation or severance arrangement with such persons.
A copy of the press release is attached to this report as Exhibit 99.1.
Item 9.01 Financial Statements
(d) Exhibits
| 99.1* | Press release dated August 3, 2016. |
*Filed electronically herewith.
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.
| | NAKED BRAND GROUP INC. | |
| | | |
| | By: | /s/ Kai-Hsiang Lin | |
| | | Kai-Hsiang Lin | |
| | | Vice President of Finance | |
| | | |
| | | |
| | Date: August 9, 2016 | |
EXHIBIT INDEX
| 99.1* | Press release dated August 3, 2016. |
*Filed electronically herewith.
