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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 22, 2011
March 22, 2011
Quiksilver, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-14229 (Commission File Number) | 33-0199426 (IRS Employer Identification Number) |
15202 Graham Street, Huntington Beach, CA (Address of principal executive offices) | 92649 (Zip Code) |
Registrant’s telephone number, including area code:
(714) 889-2200
(714) 889-2200
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 (see General Instruction A.2. below):
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)) |
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Amendments of the 2000 Stock Incentive Plan
At the 2011 Annual Meeting of Stockholders held March 22, 2011 (the “Annual Meeting”), the stockholders of Quiksilver, Inc. (the “Company”) approved amendments to the Company’s 2000 Stock Incentive Plan (the “2000 Plan”) that (i) increase the maximum number of shares reserved for issuance under the 2000 Plan by 10,000,000 shares and (ii) increase the maximum number of reserved shares that may be issued pursuant to restricted stock or restricted stock unit awards under the 2000 Plan by 10,000,000. The Board of Directors adopted the amendments on February 8, 2011, subject to stockholder approval at the Annual Meeting.
The Amended and Restated Quiksilver, Inc. 2000 Stock Incentive Plan, reflecting such amendments, is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Securities Holders. |
The Annual Meeting of Stockholders of the Company was held on March 22, 2011. A total of 126,594,078 shares of the Company’s common stock were present or represented by proxy at the meeting, representing more than 77% of the Company’s shares outstanding as of the January 26, 2011 record date. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on February 9, 2011:
Proposal 1 — Election of nine nominees to serve as directors until the next annual meeting and until their respective successors are elected and qualified. The final results of the votes taken were as follows:
Votes For | Votes Withheld | Broker Non-Votes | ||||
Douglas K. Ammerman | 123,415,151 | 3,178,927 | 0 | |||
William M. Barnum, Jr. | 118,016,996 | 8,577,082 | 0 | |||
James G. Ellis | 125,018,419 | 1,575,659 | 0 | |||
Charles S. Exon | 123,882,107 | 2,710,971 | 0 | |||
M. Steven Langman | 124,102,969 | 2,491,109 | 0 | |||
Robert B. McKnight | 121,199,092 | 5,394,986 | 0 | |||
Robert L. Mettler | 125,195,267 | 1,398,811 | 0 | |||
Paul W. Speaker | 125,492,672 | 1,101,406 | 0 | |||
Andrew W. Sweet | 124,080,706 | 2,513,372 | 0 |
Votes | Votes | Votes | Broker | |||||||
For | Against | Abstained | Non-Votes | |||||||
Proposal 2 — | Amendment of Quiksilver, Inc. 2000 | 96,262,881 | 29,256,386 | 1,074,810 | 0 | |||||
Stock Incentive Plan to increase the | ||||||||||
maximum number of shares reserved | ||||||||||
for issuance under the plan and | ||||||||||
increase the maximum number of | ||||||||||
reserved shares that may be issued | ||||||||||
pursuant to restricted stock and | ||||||||||
restricted stock unit awards under the | ||||||||||
plan |
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Votes | Votes | Votes | Broker | |||||||
For | Against | Abstained | Non-Votes | |||||||
Proposal 3 — | Approval of an advisory resolution | 123,456,576 | 2,053,635 | 1,083,886 | 0 | |||||
approving the compensation of the | ||||||||||
Company’s named executive officers |
Every 3 | Every 2 | Every 1 | Broker | |||||||||
Years | Years | Year | Abstain | Non-Votes | ||||||||
Proposal 4 — | Approval of an advisory | 75,803,860 | 1,816,457 | 47,555,256 | 0 | 1,418,505 | ||||||
resolution regarding whether | ||||||||||||
an advisory vote on | ||||||||||||
compensation of the | ||||||||||||
Company’s named executive | ||||||||||||
officers should be held every | ||||||||||||
one, two or three years |
Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors and Proposals 2, 3 and 4 were approved, with a recommended frequency of every three years with respect to Proposal 4. In light of the vote with respect to Proposal 4, the Company has determined to include an advisory vote on executive compensation in its proxy materials every three years until the next required vote on the frequency of the advisory vote on the compensation of executives.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. | Exhibit Title or Description | |
10.1 | Quiksilver, Inc. 2000 Stock Incentive Plan, as amended and restated, together with Form Stock Option and Restricted Stock Agreements. |
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 hereunto duly authorized.
Dated: March 23, 2011 | Quiksilver, Inc. (Registrant) | |||
By: | /s/ Joseph Scirocco | |||
Joseph Scirocco | ||||
Chief Financial and Operating Officer | ||||
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Index to Exhibits
Exhibit No. | Exhibit Title or Description | |
10.1 | Quiksilver, Inc. 2000 Stock Incentive Plan, as amended and restated, together with Form Stock Option and Restricted Stock Agreements. |
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