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 30, 2014 (May 29, 2014)
BROWN SHOE COMPANY, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
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1-2191
(Commission File Number) | 43-0197190
(IRS Employer Identification Number) |
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8300 Maryland Avenue
St. Louis, Missouri
(Address of principal executive offices) | 63105
(Zip Code) |
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(314) 854-4000
(Registrant's telephone number, including area code)
☐ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 29, 2014, the Board of Directors (the “Board”) of Brown Shoe Company, Inc. (the “Company”) adopted amendments to the Company’s Bylaws (the “Amendments”), effective as of that date. The Amendments relate primarily to the conduct of the Company’s annual meetings, the required contents of notices for bringing items of business before the stockholders and to nominate directors and the process for providing such notice, and reducing the number of directors from thirteen to eleven. The foregoing is only a summary of the primary features of the Amendments and is qualified by reference to the amended Bylaws and a marked copy thereof which are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders held on May 29, 2014, three proposals described in the Notice of Annual Meeting of Shareholders dated April 16, 2014, were voted upon:
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1. | The shareholders elected 3 directors, W. Lee Capps III, Carla Hendra and Patricia G. McGinnis, each for a term of three years. The voting for each director was as follows: |
Directors | For | Withheld | Broker Non-Votes |
W. Lee Capps III | 36,675,341 | 122,275 | 2,478,925 |
Carla Hendra | 35,888,064 | 909,552 | 2,478,925 |
Patricia G. McGinnis | 36,090,875 | 706,741 | 2,478,925 |
The following directors have terms of office that continue after the meeting: Mario L. Baeza, Mahendra R. Gupta, Ward M. Klein, Steven W. Korn, W. Patrick McGinnis, Michael F. Neidorff, Diane M. Sullivan and Harold B. Wright.
2. | The shareholders ratified the appointment of our independent registered public accountants, Ernst & Young LLP. The voting was as follows: |
For | Against | Abstaining |
38,870,207 | 388,988 | 0 |
3. | The shareholders approved the advisory resolution regarding executive compensation (“say on pay”). The voting was as follows: |
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For | Against | Abstaining | Broker Non-Votes |
34,792,335 | 1,871,740 | 133,541 | 2,478,925 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index
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.
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| BROWN SHOE COMPANY, INC. |
| (Registrant) |
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Date: May 30, 2014 | /s/ Michael I. Oberlander |
| Michael I. Oberlander |
| Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
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Exhibit No. | Description |
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3.1 | Bylaws, effective May 29, 2014 |
3.2 | Bylaws, marked to show amendments effective as of May 29, 2014 |
