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 11, 2021 |
Crown Crafts, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
Delaware | 001-7604 | 58-0678148 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
916 South Burnside Avenue, Gonzales, LA | 70737 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (225) 647-9100 |
| |
| (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))
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 $0.01 per share | CRWS | Nasdaq Capital Market |
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 ☐
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 2.02. Results of Operations and Financial Condition.
On August 11, 2021, Crown Crafts, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2022, which ended June 27, 2021. A copy of that press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in this Item 2.02 and in Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or document pursuant to the Securities Act of 1933, as amended.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on August 10, 2021 at the Company’s executive offices, located at 916 South Burnside Avenue, Third Floor, Gonzales, Louisiana. The following tables reflect the tabulation of the votes with respect to each proposal submitted to a vote of the Company’s stockholders at the Annual Meeting.
At the Annual Meeting, the Company's stockholders: (i) elected both Class II director nominees; (ii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm; (iii) approved (on an advisory basis) the compensation of the Company's named executive officers; and (iv) approved the Crown Crafts, Inc. 2021 Incentive Plan.
PROPOSAL 1: ELECTION OF DIRECTORS
To elect two Class II directors to the Company’s Board of Directors (the "Board") to serve until the Company’s Annual Meeting of Stockholders to be held in 2024 and until their successors are elected and qualified or until their earlier death, resignation or removal from office.
| Nominee | For | Authority Withheld | Broker Non-Votes |
| Sidney Kirschner | 5,182,071 | 488,804 | 2,029,214 |
| Zenon S. Nie | 5,384,296 | 286,579 | 2,029,214 |
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 3, 2022.
| For | Against | Abstain | Broker Non-Votes |
| 7,485,612 | 208,842 | 5,635 | 0 |
PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
To approve, on an advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes |
| 4,593,560 | 1,020,188 | 57,127 | 2,029,214 |
PROPOSAL 4: APPROVAL OF THE CROWN CRAFTS, INC. 2021 INCENTIVE PLAN
To approve the Crown Crafts, Inc. 2021 Incentive Plan.
| For | Against | Abstain | Broker Non-Votes |
| 5,033,387 | 569,125 | 68,363 | 2,029,214 |
Item 8.01. Other Events.
On August 10, 2021, the Board approved forms of award certificates for awards of restricted stock, incentive stock options and nonstatutory stock options under the Crown Crafts, Inc. 2021 Incentive Plan, which are filed hereto as Exhibits 99.2, 99.3 and 99.4, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
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 thereunto duly authorized.
| CROWN CRAFTS, INC. | |
| | | |
Date: August 11, 2021 | By: | /s/ Craig J. Demarest | |
| | CRAIG J. DEMAREST Vice President and Chief Financial Officer | |
