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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 5, 2011
FURNITURE BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-00091 (Commission File Number) |
43-0337683 (I.R.S. Employer Identification No.) |
| 1 North Brentwood Blvd., St. Louis, Missouri (Address of principal executive offices) |
63105 (Zip Code) |
(314) 863-1100
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
(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 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
At the Annual Meeting of Stockholders of Furniture Brands International, Inc. (the “Company”) held
on May 5, 2011, the following actions were taken:
| • | Election of all eight nominees for director to the Board of Directors; | ||
| • | Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; | ||
| • | The proposal to approve the advisory vote on executive compensation was approved; and | ||
| • | The proposal to hold an advisory vote on executive compensation every year was approved. |
The final voting results for each of the proposals are as follows:
Proposal 1- Election of eight directors to the Board of Directors.
| For | Against | Abstained | Broker Non-Votes | |||||||||||||
Ira D. Kaplan |
38,179,748 | 306,706 | 7,233,515 | 5,822,777 | ||||||||||||
Ann S. Lieff |
37,833,933 | 652,761 | 7,233,275 | 5,822,777 | ||||||||||||
Maureen A. McGuire |
37,937,685 | 549,009 | 7,233,275 | 5,822,777 | ||||||||||||
Aubrey B. Patterson |
37,031,470 | 1,455,279 | 7,233,220 | 5,822,777 | ||||||||||||
George E. Ross, Ph.D. |
38,130,873 | 355,621 | 7,233,475 | 5,822,777 | ||||||||||||
Alan G. Schwartz |
38,070,642 | 415,712 | 7,233,615 | 5,822,777 | ||||||||||||
Ralph P. Scozzafava |
37,811,941 | 676,338 | 7,231,690 | 5,822,777 | ||||||||||||
James M. Zimmerman |
37,960,346 | 525,808 | 7,233,815 | 5,822,777 | ||||||||||||
Proposal 2- Ratification of the appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the year ending December 31, 2011.
| For | Against | Abstained | Broker Non-Votes | |||
44,176,266
|
75,098 | 7,291,382 | — |
Proposal 3- Advisory vote on executive compensation.
| For | Against | Abstained | Broker Non-Votes | |||
| 34,733,499 | 3,723,762 | 7,262,708 | 5,822,777 |
Proposal 4- Advisory vote on the frequency of the advisory vote on executive compensation.
| One Year | Two Years | Three Years | Abstained | |||
| 42,910,522 | 73,506 | 2,713,882 | 22,059 |
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: May 9, 2011
| Furniture Brands International, Inc. (Registrant) |
||||
| By: | /s/ Jon D. Botsford | |||
| Name: | Jon D. Botsford | |||
| Title: | General Counsel and Corporate Secretary | |||