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 22, 2015 (May 19, 2015)
KATE SPADE & COMPANY
(Exact name of registrant as specified in its charter)
Delaware | | 1-10689 | | 13-2842791 |
(State or other jurisdiction of | | (Commission File Number) | | (IRS Employer |
incorporation) | | | | Identification No.) |
2 Park Avenue, New York, New York | | 10016 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 354-4900
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
As previously disclosed in the definitive proxy statement relating to the registrant’s 2015 annual meeting of stockholders (the “Proxy Statement”) of Kate Spade & Company (the “Company”), the Company proposed to the stockholders to amend the Company’s Certificate of Incorporation (as amended, supplemented and restated prior to the 2015 Annual Meeting, the “Certificate of Incorporation”) and the Company’s By-Laws (as amended, supplemented and restated prior to the 2015 Annual Meeting, the “By-Laws”) to decrease the required ownership threshold for stockholders to call a special meeting to twenty-five percent (25%) of the outstanding shares of common stock of the Company entitled to vote generally in the election of directors. On May 19, 2015, the Company held its 2015 annual meeting of stockholders (the “2015 Annual Meeting”), at which meeting stockholders affirmatively determined to so amend the Certificate of Incorporation and By-Laws. Accordingly, the Company’s Certificate of Incorporation and By-Laws have been amended to permit stockholders holding twenty-five percent (25%) of the common stock of the Company to call a special meeting, effective as of May 19, 2015.
The amendments to the Certificate of Incorporation and the By-Laws are more fully described in the Company’s definitive proxy statement filed on April 9, 2015 with the Securities and Exchange Commission in connection with the 2015 Annual Meeting (the “Proxy Statement”). The foregoing summaries of the amendments to the Certificate of Incorporation and the By-Laws are qualified in their entirety by reference to the text of the Certificate of Amendment to the Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3(a) and is incorporated by reference, and the text of the Amendment to the By-Laws, a copy of which is attached hereto as Exhibit 3(b).
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
At the 2015 Annual Meeting, the stockholders of the Company approved the Kate Spade & Company 162(m) Annual Incentive Plan (the “Performance Plan”), which had been previously approved by the Company’s Board of Directors.
For a description of the Performance Plan, please see “Proposal 3—Approval of the Kate Spade & Company 162(m) Annual Incentive Plan” in the Company’s Proxy Statement. The Performance Plan was included as Exhibit A to the Proxy Statement and is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The information set forth under Item 3.03 above is hereby incorporated by reference into this Item 5.03.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 19, 2015, the Company held the 2015 Annual Meeting in North Bergen, New Jersey. Of the 127,640,928 shares of common stock outstanding and entitled to vote at the 2015 Annual Meeting as of March 25, 2015, the record date, the holders of record of 120,037,827 shares of common stock were present, in person or by proxy, and entitled to vote at the 2015 Annual Meeting, constituting a quorum. The matters considered and voted on by the Company’s stockholders at the 2015 Annual Meeting and the votes cast for or withheld, the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
(i) Election of directors:
| | Number of | | Votes | | Broker | |
| | | | | | | | | | | |
Name | | Shares Voted | | For | | Against | | Abstain | | Non-Votes | |
Lawrence S. Benjamin | | 115,970,136 | | 114,693,049 | | 1,162,099 | | 114,988 | | 4,067,691 | |
Raul J. Fernandez | | 115,970,136 | | 114,611,639 | | 1,243,794 | | 114,703 | | 4,067,691 | |
Kenneth B. Gilman | | 115,970,136 | | 114,422,450 | | 1,433,000 | | 114,686 | | 4,067,691 | |
Nancy J. Karch | | 115,970,136 | | 115,263,086 | | 594,046 | | 113,004 | | 4,067,691 | |
Kenneth P. Kopelman | | 115,970,136 | | 115,368,292 | | 484,582 | | 117,262 | | 4,067,691 | |
Craig A. Leavitt | | 115,970,136 | | 115,691,870 | | 156,278 | | 121,988 | | 4,067,691 | |
Deborah J. Lloyd | | 115,970,136 | | 115,096,432 | | 761,280 | | 112,424 | | 4,067,691 | |
Douglas Mack | | 115,970,136 | | 115,749,108 | | 95,243 | | 125,785 | | 4,067,691 | |
Jan Singer | | 115,970,136 | | 115,349,963 | | 498,772 | | 121,401 | | 4,067,691 | |
Doreen A. Toben | | 115,970,136 | | 114,685,347 | | 1,164,795 | | 119,994 | | 4,067,691 | |
(ii) Proposal to approve an advisory (non-binding) resolution on the compensation of the Company’s named executive officers, as described in the Company’s Proxy Statement:
| | Votes | | | |
| | | | | | | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
115,970,136 | | 43,515,866 | | 72,297,734 | | 156,536 | | 4,067,691 | |
(iii) Proposal to approve the Kate Spade & Company 162(m) Annual Incentive Plan:
| | Votes | | | |
| | | | | | | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
115,970,136 | | 114,083,613 | | 1,745,113 | | 141,410 | | 4,067,691 | |
(iv) Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year:
| | Votes | | | |
| | | | | | | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
120,037,827 | | 119,170,288 | | 687,715 | | 179,824 | | - | |
(v) Proposal to approve amendments to the Company’s Certificate of Incorporation and By-Laws to decrease the required ownership threshold for stockholders to call a special meeting:
| | Votes | | | |
| | | | | | | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
115,970,136 | | 101,255,300 | | 14,573,730 | | 141,106 | | 4,067,691 | |
(vi) Stockholder proposal regarding special meetings of stockholders, as described in the Company’s Proxy Statement:
| | Votes | | | |
| | | | | | | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
115,970,136 | | 43,475,775 | | 72,331,814 | | 162,547 | | 4,067,691 | |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. | | Description |
Exhibit 3(a) | | Certificate of Amendment to the Restated Certificate of Incorporation of Kate Spade & Company |
Exhibit 3(b) | | Amendment to the By-Laws of Kate Spade & Company |
Exhibit 10.1 | | Kate Spade & Company 162(m) Annual Incentive Plan |
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.
| | KATE SPADE & COMPANY |
| | |
| | |
Date: May 22, 2015 | By: | /s/ Christopher T. Di Nardo |
| Name: | Christopher T. Di Nardo |
| Title: | Senior Vice President – General Counsel and Secretary |
EXHIBIT LISTING
Exhibit No. | | Description |
Exhibit 3(a) | | Certificate of Amendment to the Restated Certificate of Incorporation of Kate Spade & Company |
Exhibit 3(b) | | Amendment to the By-Laws of Kate Spade & Company |
Exhibit 10.1 | | Kate Spade & Company 162(m) Annual Incentive Plan |
| | | | |
