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): May 17, 2011
HSN, INC.
(Exact name of registrant as specified in charter)
| | | | |
| Delaware | | 001-34061 | | 26-2590893 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 1 HSN Drive, St. Petersburg, Florida 33729 | | 33729 |
| (Address of principal executive offices) | | (Zip Code) |
(727) 872-1000
(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:
| ¨ | 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 |
(a) HSN, Inc., a Delaware corporation (the “Company”), held its annual meeting of shareholders on May 17, 2011.
(b) The matters on which the shareholders voted, in person or by proxy, were (i) to elect ten directors to serve until the Company’s next annual meeting of shareholders or until their successors are duly elected and qualified; (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2011; (iii) to approve, on an advisory basis, the compensation paid to our named executive officers; and (iv) to approve, on an advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers. The results of the voting are as follows:
Proposal 1 – Election of Directors:
| | | | | | |
| Name of Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Gregory R. Blatt | | 21,459,323 | | 29,745,791 | | 3,048,851 |
Patrick Bousquet-Chavanne | | 33,197,620 | | 18,007,494 | | 3,048,851 |
Michael C. Boyd | | 49,841,212 | | 1,363,902 | | 3,048,851 |
William Costello | | 49,506,730 | | 1,698,384 | | 3,048,851 |
James M. Follo | | 33,154,539 | | 18,050,575 | | 3,048,851 |
Mindy Grossman | | 32,905,676 | | 18,299,438 | | 3,048,851 |
Stephanie Kugelman | | 33,194,968 | | 18,010,146 | | 3,048,851 |
Arthur C. Martinez | | 29,624,466 | | 21,580,648 | | 3,048,851 |
Thomas J. McInerney | | 32,907,983 | | 18,297,131 | | 3,048,851 |
John B. (Jay) Morse, Jr. | | 33,194,425 | | 18,010,689 | | 3,048,851 |
As a result of these votes, each of the director nominees was elected to hold office for a one-year term ending on the next succeeding annual meeting of shareholders. In accordance with Company’s Corporate Governance Guidelines, since Gregory R. Blatt received more “withheld” votes than “for” votes, Mr. Blatt offered his resignation pending acceptance or rejection by the Board of Directors. Pursuant to the Corporate Governance Guidelines, the Governance and Nominating Committee considered the resignation offer and made a recommendation to the Board of Directors to not accept Mr. Blatt’s offer of resignation. In determining whether to accept Mr. Blatt’s resignation, the Board of Directors considered a number of factors relative to what was in the best interest of the Company and its shareholders. Among other things, the Board considered Mr. Blatt’s unique qualifications, his past and expected future contributions, his participation at Board meetings, his commitment to the success of the Company, the overall composition of the Board and the reasons why Mr. Blatt received more “withheld” votes than “for” votes. Ultimately, after consideration of all of these factors, the independent members of the Board of Directors determined unanimously that it would not be in the best interests of the Company and its shareholders to accept Mr. Blatt’s resignation. Since Mr. Blatt’s resignation offered in accordance with the Company’s Corporate Governance Guidelines was not accepted, Mr. Blatt will continue to serve on the Company’s Board of Directors.
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Proposal 2 – Ratify the appointment of Ernst & Young LLP as independent registered certified public accounting firm for the fiscal year ending December 31, 2011:
| | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Votes |
54,204,437 | | 42,081 | | 7,447 | | 0 |
The shareholders approved Proposal 2.
Proposal 3 – Approve, on an advisory basis, the compensation paid to our named executive officers:
| | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Votes |
48,917,865 | | 1,828,952 | | 458,297 | | 3,048,851 |
The shareholders approved, on an advisory basis, Proposal 3.
Proposal 4 – Approve, on an advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers:
| | | | | | | | |
| One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
18,524,487 | | 1,184,355 | | 31,495,662 | | 610 | | 3,048,851 |
The majority of shareholders approved, on an advisory basis, a vote every three years on executive compensation. Based on the results of this non-binding advisory vote, the Board of Directors of the Company has determined that the next advisory vote on the compensation of our named executive officers will be held in three years.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | | |
| | HSN, INC. |
| Dated: May 20, 2011 | | | | |
| | By: | | /s/ Judy A. Schmeling |
| | | | Judy A. Schmeling |
| | | | Executive Vice President and Chief Financial Officer |
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