Proposal No. 4: Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2023 based on the following votes:
| | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
42,564,571 | 2,263,348 | 54,115 | - |
Item 8.01 Other Events.
At the 2022 Annual Meeting referenced above, each of Victor Herrero, Laura Pomerantz and Richard White received a greater number of votes “withheld” than votes “for” his or her election as a director. In accordance with the Company’s Director Selection and Qualification Standards and Resignation Policy (the “Policy”), each of Mr. Herrero, Ms. Pomerantz and Mr. White tendered a resignation to the Board of Directors of the Company (the “Board”), with the effectiveness of such resignations being conditioned on the Board’s acceptance thereof. The resignation of each of Mr. Herrero, Ms. Pomerantz and Mr. White was not due to any disagreement with management or the Company.
Under the Policy, after a resignation is tendered, the Nominating and Corporate Governance (“NCG”) Committee is required to consider such resignation and make a recommendation to the Board as to whether to accept or reject the resignation. The NCG Committee evaluates the resignation based on factors set forth in the Policy, makes its recommendation to the Board and then the Board decides whether or not to accept the resignation.
The NCG Committee and the Board considered the following in making their respective determinations.
The NCG Committee and the Board consider each of Mr. Herrero, Ms. Pomerantz and Mr. White to be highly effective members of the Board and believe that each brings a knowledge of the apparel industry, keen insight and perspectives and invaluable skill sets to the Board. Each of Mr. Herrero, Ms. Pomerantz and Mr. White possess the qualities the Board looks for in its directors to strengthen the Company’s long-term value creation strategy and implementation. Further, each of Mr. Herrero, Ms. Pomerantz and Mr. White are well-prepared, engaged and contribute meaningfully to Board meetings and discussions. As members of the Board, each of Mr. Herrero, Ms. Pomerantz and Mr. White have contributed to a cohesive and harmonious Board that has guided and supported management of the Company through periods of tremendous growth, as well as a period of great uncertainty caused by the COVID-19 pandemic.
Mr. White is G-III’s Lead Independent Director, Chairman of the Compensation Committee and a member of the Audit and NCG Committees. He has led our stockholder outreach efforts and, along with Ms. Pomerantz, has worked to align our compensation program with shareholder interests and respond to shareholder concerns while honoring contractual commitments we have with our CEO and our Vice Chairman. With respect to Mr. White and Ms. Pomerantz specifically, the Board believes that they failed to receive the support of a majority of the votes cast for their reelection to the Board at the 2022 Annual Meeting due to the bonuses paid pursuant to these employment agreements with each of our CEO and Vice Chairman, which could not be unilaterally changed by the Compensation Committee or the Board. The Board did not view this as a sufficient basis to accept the resignation of two directors who have been so integral to the Company’s success over the years.
With respect to Mr. Herrero specifically, the Board believes that the reason Mr. Herrero failed to receive the support of a majority of the votes cast for his reelection to the Board was due to the policies of proxy advisory firms and certain institutional investors with respect to “overboarding.” The Company intends to adopt a policy setting forth parameters for service on other public company boards by members of the Board, including, among other provisions, limiting the number of other public company boards on which a director of the Company may serve. Mr. Herrero has indicated that he will comply with the Company’s policy.
Pursuant to the Policy, the NCG Committee held a meeting after the 2022 Annual Meeting to consider the tendered resignations, determined that accepting each of the resignations was not in the best interests of the Company and recommended that the Board not accept the tendered resignations.
Taking into account the recommendation of the NCG and the foregoing factors, the Board made the determination that accepting the tendered resignations of Mr. Herrero, Ms. Pomerantz or Mr. White would not be in the best interests of the
