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 6, 2014
Avon Products, Inc. | ||||
| (Exact name of registrant as specified in charter) | ||||
| New York | 1-4881 | 13-0544597 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
777 Third Avenue
New York, N.Y. 10017-1307
(Address of principal executive offices) (Zip Code)
(212) 282-5000
(Registrant’s telephone number, including area code)
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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the matters submitted to a vote of shareholders at the 2014 Annual Meeting are set forth below.
1. Each of the director nominees listed below were elected for one-year terms expiring in 2015:
| Votes For | Withheld | Broker Non-Votes | ||||
| Douglas R. Conant | 343,899,253 | 16,295,889 | 21,058,790 | |||
| W. Don Cornwell | 303,277,744 | 56,917,397 | 21,058,790 | |||
| V. Ann Hailey | 310,568,244 | 49,626,918 | 21,058,790 | |||
| Nancy Killefer | 355,012,725 | 5,182,417 | 21,058,790 | |||
| Maria Elena Lagomasino | 291,475,689 | 68,719,453 | 21,058,790 | |||
| Sara Mathew | 355,159,755 | 5,035,387 | 21,058,790 | |||
| Sherilyn S. McCoy | 354,608,806 | 5,586,336 | 21,058,790 | |||
| Charles H. Noski | 355,238,510 | 4,956,632 | 21,058,790 | |||
| Gary M. Rodkin | 298,396,564 | 61,798,578 | 21,058,790 | |||
| Paula Stern | 300,934,032 | 59,261,110 | 21,058,790 | |||
2. The advisory vote on executive compensation was approved:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 200,655,040 | 148,538,399 | 11,001,800 | 21,058,790 | |||
3. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014 was ratified:
| Votes For | Votes Against | Abstentions | ||
| 377,197,476 | 1,985,685 | 2,070,868 | ||
4. The shareholder proposal regarding prohibition of accelerated vesting of equity awards upon change in control was not approved:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 112,045,715 | 245,791,380 | 2,358,144 | 21,058,790 | |||
(Page 2 of 4)
5. The shareholder proposal requesting report on substituting safer alternatives in personal care products was not approved:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 50,138,382 | 300,394,019 | 9,662,838 | 21,058,790 | |||
(Page 3 of 4)
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.
| AVON PRODUCTS, INC. | |||||||||||||||
| (Registrant) | |||||||||||||||
| By | /s/ Jeff Benjamin | ||||||||||||||
| Name: Jeff Benjamin | |||||||||||||||
| Title: Senior Vice President, General Counsel and Chief Ethics & Compliance Officer | |||||||||||||||
Date: May 12, 2014
(Page 4 of 4)