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 30, 2013
Jarden Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-13665 | | 35-1828377 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 555 Theodore Fremd Avenue, Rye, New York | | 10580 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code(914) 967-9400
(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:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 30, 2013, Jarden Corporation’s (the “Company”) stockholders approved the adoption of the Jarden Corporation 2013 Stock Incentive Plan (the “Incentive Plan”) at its annual meeting of stockholders (the “Annual Meeting”). The Incentive Plan was adopted by the Company’s Board of Directors on February 23, 2013, subject to stockholder approval at the Annual Meeting.
The material terms of the Incentive Plan are summarized in the Company’s Proxy Statement, as filed with the Securities and Exchange Commission on April 15, 2013 (the “Proxy Statement”). The foregoing summary is qualified by the full text of the Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On May 30, 2013, the Company’s stockholders approved the Jarden Corporation 2013 Employee Stock Purchase Plan (the “ESPP”) at its Annual Meeting. The ESPP was adopted by the Company’s Board of Directors on February 23, 2013, subject to stockholder approval at the Annual Meeting.
The material terms of the ESPP are summarized in the Company’s Proxy Statement. The foregoing summary is qualified by the full text of the ESPP, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) and (b)
On May 30, 2013, the Company held its Annual Meeting. At the Annual Meeting six proposals were submitted to, and approved by, the Company’s stockholders. Each proposal is described in more detail in the Company’s Proxy Statement. The voting results for each proposal are set forth below.
| | | | | | | | | | | | |
| | | Voted For | | | Withheld | | | Broker Non-Votes | |
Proposal 1 - The election of three Class II Directors for three-year terms expiring in 2016 | | | | | | | | | | | | |
Ian G.H. Ashken | | | 83,736,976 | | | | 10,757,881 | | | | 4,000,655 | |
William P. Lauder | | | 92,804,835 | | | | 1,738,022 | | | | 4,000,655 | |
Robert L. Wood | | | 91,942,537 | | | | 2,600,320 | | | | 4,000,655 | |
| | | | | | | | | | | | | | | | |
| | | Voted For | | | Voted
Against | | | Abstained | | | Broker Non-Votes | |
| | | | |
Proposal 2 - Proposal to adopt and approve the Jarden Corporation 2013 Stock Incentive Plan | | | 61,560,263 | | | | 32,936,395 | | | | 46,198 | | | | 4,000,655 | |
| | | | |
Proposal 3 - Proposal to adopt and approve the Jarden Corporation 2013 Employee Stock Purchase Plan | | | 93,130,628 | | | | 1,373,314 | | | | 38,915 | | | | 4,000,655 | |
| | | | |
Proposal 4 - Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2013 | | | 97,251,856 | | | | 1,176,087 | | | | 115,569 | | | | — | |
| | | | |
Proposal 5 - Advisory approval of the Company’s executive compensation | | | 79,923,090 | | | | 14,310,792 | | | | 308,974 | | | | 4,000,655 | |
| | | | |
Proposal 6 - Stockholder proposal to declassify the Board of Directors | | | 83,661,290 | | | | 10,783,001 | | | | 98,565 | | | | 4,000,655 | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
No. | | Description |
| |
| 10.1 | | Jarden Corporation 2013 Stock Incentive Plan (filed as Annex A to the Company’s Definitive Proxy Statement with respect to the Company’s 2013 Annual Meeting of Stockholders, as filed with the Commission on April 15, 2013, and incorporated herein by reference). |
| |
| 10.2 | | Jarden Corporation 2013 Employee Stock Purchase Plan (filed as Annex B to the Company’s Definitive Proxy Statement with respect to the Company’s 2013 Annual Meeting of Stockholders, as filed with the Commission on April 15, 2013, and incorporated herein by reference). |
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.
Dated: May 31, 2013
| | | | |
| JARDEN CORPORATION |
| |
| By: | | /s/ John E. Capps |
| | Name: | | John E. Capps |
| | Title: | | Executive Vice President, General Counsel and Secretary |
Exhibit Index
| | |
Number | | Exhibit |
| |
| 10.1 | | Jarden Corporation 2013 Stock Incentive Plan (filed as Annex A to the Company’s Definitive Proxy Statement with respect to the Company’s 2013 Annual Meeting of Stockholders, as filed with the Commission on April 15, 2013, and incorporated herein by reference). |
| |
| 10.2 | | Jarden Corporation 2013 Employee Stock Purchase Plan (filed as Annex B to the Company’s Definitive Proxy Statement with respect to the Company’s 2013 Annual Meeting of Stockholders, as filed with the Commission on April 15, 2013, and incorporated herein by reference). |
