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): January 30, 2013
STEINWAY MUSICAL INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-11911 |
| 35-1910745 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
800 South Street, Suite 305, Waltham, Massachusetts 02453
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(781) 894-9770
N/A
(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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
At the Annual Meeting of the Board of Directors of Steinway Musical Instruments, Inc. (the “Company”) held on February 1, 2013, Donna M. Lucente was appointed Vice President — Controller, the Company’s principal accounting officer. Ms. Lucente, 42, has served as the Company’s Corporate Controller since 2001. A press release announcing the appointment was issued by the Company on February 5, 2013 and is attached hereto as Exhibit 99.1.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of Steinway Musical Instruments, Inc. held on January 30, 2013, the stockholders of the Company voted on the following proposals:
1. The following nominees were elected to the Company’s Board of Directors:
Director |
| For |
| Withheld |
| Broker Non-Votes |
|
|
|
|
|
|
|
Edward Kim |
| 8,056,455 |
| 2,729,499 |
| 858,198 |
|
|
|
|
|
|
|
Jong Sup Kim |
| 8,165,827 |
| 2,620,127 |
| 858,198 |
|
|
|
|
|
|
|
Joon W. Kim |
| 9,176,110 |
| 1,609,844 |
| 858,198 |
|
|
|
|
|
|
|
Kyle R. Kirkland |
| 8,109,985 |
| 2,675,969 |
| 858,198 |
|
|
|
|
|
|
|
Thomas Kurrer |
| 8,120,875 |
| 2,665,079 |
| 858,198 |
|
|
|
|
|
|
|
Don Kwon |
| 7,614,418 |
| 3,171,536 |
| 858,198 |
|
|
|
|
|
|
|
David Lockwood |
| 7,601,435 |
| 3,184,519 |
| 858,198 |
|
|
|
|
|
|
|
Dana D. Messina |
| 8,110,923 |
| 2,675,031 |
| 858,198 |
|
|
|
|
|
|
|
John M. Stoner, Jr. |
| 8,119,368 |
| 2,666,586 |
| 858,198 |
|
|
|
|
|
|
|
Michael T. Sweeney |
| 8,081,625 |
| 2,704,329 |
| 858,198 |
|
|
|
|
|
|
|
Gregory S. Wood |
| 8,850,256 |
| 1,935,698 |
| 858,198 |
2. A non-binding, advisory proposal on the compensation of the Company’s Named Executive Officers was approved.
For |
| Against |
| Abstain |
| Broker Non-Votes |
|
8,332,400 |
| 2,305,714 |
| 147,840 |
| 858,198 |
|
3. The appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012 was ratified.
For |
| Against |
| Abstain |
|
|
|
11,528,687 |
| 112,441 |
| 3,024 |
|
|
|
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is furnished as part of this Current Report on Form 8-K.
Exhibit |
| Description |
99.1 |
| Press release dated February 5, 2013 regarding the appointment of Donna M. Lucente as Vice President — Controller, the Company’s principal accounting officer. |
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.
Date: February 5, 2013 | STEINWAY MUSICAL INSTRUMENTS, INC. | |
|
| |
| By: | /s/ Michael T. Sweeney |
|
|
|
| Name: | Michael T. Sweeney |
| Title: | President and Chief Executive Officer |