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 25, 2016 (May 19, 2016)
KATE SPADE & COMPANY
(Exact name of registrant as specified in its charter)
Delaware | | 1-10689 | | 13-2842791 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
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 filed on April 8, 2016 with the Securities and Exchange Commission relating to the 2016 annual meeting of shareholders (the “Proxy Statement”) of Kate Spade & Company (the “Company”), the Company proposed that its shareholders amend the Company’s Certificate of Incorporation (as amended, supplemented and restated prior to the 2016 Annual Meeting, the “Certificate of Incorporation”) and the Company’s By-Laws (as amended, supplemented and restated prior to the 2016 Annual Meeting, the “By-Laws”) to permit eligible shareholders to nominate candidates for election to the Company’s Board of Directors in accordance with procedures providing for proxy access and to modify the advance notice window for Director nominations made by shareholders and to amend the Certificate of Incorporation to remove language providing that Directors may only be removed by the Company’s shareholders “for cause”. On May 19, 2016, the Company held its 2016 annual meeting of shareholders (the “2016 Annual Meeting”), at which shareholders 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 eligible shareholders to nominate candidates for election to the Company’s Board of Directors in accordance with procedures providing for proxy access and to modify the advance notice window for Director nominations made by shareholders, effective as of May 19, 2016. Additionally, the Company’s Certificate of Incorporation has been amended to remove language providing that Directors may only be removed by the Company’s shareholders “for cause”, effective as of May 19, 2016.
The amendments to the Certificate of Incorporation and the By-Laws are more fully described in 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 herein by reference, and the text of the By-Laws as amended and restated through May 19, 2016, 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.
On May 25, 2016, the Company entered into Restricted Stock Unit (“RSU”) Grant Certificates (“RSU Grant Certificates”) and Performance Stock Unit (“PSU”) Grant Certificates (“PSU Grant Certificates”) with each of its current executive officers pursuant to the provisions of and in accordance with the Company’s 2013 Stock Incentive Plan (the “Plan”).
Under the RSU Grant Certificates, each grantee was granted a specified number of RSUs vesting 50% on the second anniversary and 50% on the third anniversary of the grant date, subject to forfeiture in the event the grantee’s employment is terminated prior to vesting and further subject to accelerated vesting in certain circumstances as provided in the RSU Grant Certificate. Upon vesting, each RSU will be converted into one share of the Company’s common stock. No grantee has any rights as a stockholder with respect to the RSUs, including, without limitation, voting or dividend rights.
Under the PSU Grant Certificates, each grantee was granted a target number of PSUs. No PSUs will vest unless the Company achieves a specified amount of Adjusted Operating Income (as defined in the PSU Grant Certificate) for a designated fiscal year and the number of PSUs that vest will be determined based on the Company’s achievement of Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin Percentage (as defined in the PSU Grant Certificate) over a specified multi-year performance period against pre-determined performance levels. The final number of PSUs that vest, if any, is adjusted by a TSR Modifier (as defined in the PSU Grant Certificate) based on Company total shareholder return as compared to the total shareholder return of the companies in the S&P Midcap 400 index and is subject to forfeiture in the event the grantee’s employment is terminated prior to vesting and further subject to accelerated vesting in certain circumstances as provided in the PSU Grant Certificate. No grantee has any rights as a stockholder with respect to the PSUs, including, without limitation, voting or dividend rights.
Copies of the form of RSU Grant Certificate and the PSU Grant Certificate are attached hereto, respectively, as Exhibits 10.1 and 10.2.
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, 2016, the Company held its 2016 Annual Meeting in North Bergen, New Jersey. Of the 127,978,345 shares of Common Stock outstanding and entitled to vote at the 2016 Annual Meeting as of March 21, 2016, the record date, the holders of record of 122,508,475 shares Common Stock were present, in person or by proxy, and entitled to vote at the 2016 Annual Meeting, constituting a quorum. The matters considered and voted on by the Company’s shareholders at the 2016 Annual Meeting and the vote 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) shareholders elected the following nominees to the Company’s Board of Directors, to serve until the 2017 annual meeting of shareholders or until their respective successors are duly elected and qualified:
| | Number of | | Votes | | Broker | |
Name | | Shares Voted | | For | | Against | | Abstain | | Non-Votes | |
| | | | | | | | | | | |
Lawrence S. Benjamin | | 114,385,182 | | 112,971,210 | | 1,342,908 | | 71,064 | | 8,123,293 | |
Raul J. Fernandez | | 114,385,182 | | 112,752,688 | | 1,560,500 | | 71,994 | | 8,123,293 | |
Kenneth B. Gilman | | 114,385,182 | | 113,051,594 | | 1,262,773 | | 70,815 | | 8,123,293 | |
Nancy J. Karch | | 114,385,182 | | 114,046,177 | | 268,762 | | 70,243 | | 8,123,293 | |
Kenneth P. Kopelman | | 114,385,182 | | 114,042,261 | | 271,455 | | 71,466 | | 8,123,293 | |
Craig A. Leavitt | | 114,385,182 | | 114,179,740 | | 134,142 | | 71,300 | | 8,123,293 | |
Deborah J. Lloyd | | 114,385,182 | | 113,984,355 | | 331,863 | | 68,964 | | 8,123,293 | |
Douglas Mack | | 114,385,182 | | 114,111,010 | | 56,104 | | 218,068 | | 8,123,293 | |
Jan Singer | | 114,385,182 | | 112,925,773 | | 1,243,815 | | 215,594 | | 8,123,293 | |
Doreen A. Toben | | 114,385,182 | | 112,931,088 | | 1,233,175 | | 220,919 | | 8,123,293 | |
(ii) shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:
| | Votes | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
114,385,182 | | 112,227,880 | | 1,542,693 | | 614,609 | | 8,123,293 | |
(iii) shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year:
| | Votes | | |
Number of Shares Voted | | For | | Against | | Abstain | | |
122,508,475 | | 121,669,064 | | 734,146 | | 105,265 | | |
(iv) shareholders approved an amendment to the Company’s Restated Certificate of Incorporation and an amendment and restatement of the Company’s By-laws to permit eligible shareholders to nominate candidates for election to the Company’s Board of Directors in accordance with procedures providing for proxy access:
| | Votes | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
114,385,182 | | 93,457,942 | | 20,842,061 | | 85,179 | | 8,123,293 | |
(v) shareholders approved an amendment to the Company’s Restated Certificate of Incorporation and an amendment to the Company’s By-laws to modify the advance notice window for Director nominations made by shareholders:
| | Votes | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
114,385,182 | | 108,553,193 | | 5,745,106 | | 86,883 | | 8,123,293 | |
(vi) shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to remove language providing that Directors may only be removed by the Company’s shareholders “for cause”:
| | Votes | | |
Number of Shares Voted | | For | | Against | | Abstain | | |
122,508,475 | | 122,018,609 | | 360,405 | | 129,461 | | |
(vii) shareholders rejected the shareholder proposal regarding proxy access as described in the Proxy Statement:
| | Votes | | | |
Number of Shares Voted | | For | | Against | | Abstain | | Broker Non-Votes | |
114,385,182 | | 25,741,504 | | 88,382,474 | | 261,204 | | 8,123,293 | |
ITEM 9.01. FINCANCIAL 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) | By-Laws of Kate Spade & Company, as amended and restated through May 19, 2016 |
Exhibit 10.1 | Form of Restricted Stock Unit Grant Certificate |
Exhibit 10.2 | Form of Performance Share Unit Award Grant Certificate |
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 25, 2016 | By: | /s/ Timothy Michno |
| Name: | Timothy Michno |
| 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) | By-Laws of Kate Spade & Company, as amended and restated through May 19, 2016 |
Exhibit 10.1 | Form of Restricted Stock Unit Grant Certificate |
Exhibit 10.2 | Form of Performance Share Unit Award Grant Certificate |
