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 16, 2011 (May 11, 2011)
The Warnaco Group, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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001-10857
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95-4032739
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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501 Seventh Avenue, New York, New York
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10018
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 287-8000
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(Former name or former address, if changed since last report.)
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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 (see General Instruction A.2.):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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The Annual Meeting of Stockholders (the "Annual Meeting") of The Warnaco Group, Inc. (the "Company") was held on May 11, 2011. There were present in person or by proxy, holders of 41,731,093 shares of common stock, or 93.43% of all votes eligible for the Annual Meeting. At the Annual Meeting, the stockholders of the Company (the "Stockholders") voted on four proposals, each described in the Company's proxy materials for the Annual Meeting. The voting results are set forth below.
Proposal 1 - Election of Directors
The following directors were elected to serve for a term of one year:
| Broker | |||||||||
| For | Against | Abstain | Non-Vote | ||||||
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David A. Bell
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40,680,908
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25,843
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7,310
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1,017,032
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Robert A. Bowman
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40,344,795
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361,956
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7,310
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1,017,032
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Richard Karl Goeltz
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37,306,425
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3,400,326
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7,310
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1,017,032
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Joseph R. Gromek
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40,607,102
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100,154
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6,805
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1,017,032
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Sheila A. Hopkins
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40,678,548
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28,201
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7,312
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1,017,032
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Charles R. Perrin
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40,678,029
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28,722
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7,310
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1,017,032
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Nancy A. Reardon
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40,678,170
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28,580
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7,311
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1,017,032
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Donald L. Seeley
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40,681,232
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25,518
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7,311
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1,017,032
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Cheryl Nido Turpin
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40,681,333
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25,418
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7,310
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1,017,032
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Proposal 2 - Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm
The proposal for Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm was ratified:
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For
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Against
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Abstain
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| 40,920,154 | 807,763 |
3,176
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Proposal 3 - Advisory Vote on Executive Compensation
The Stockholders approved the advisory vote on executive compensation:
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Broker
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For
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Against
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Abstain
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Non-Vote
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| 39,143,737 | 941,597 | 628,727 |
1,017,032
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Proposal 4 - Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
The Stockholders approved holding future advisory votes on executive compensation every year:
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Broker
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One Year
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Two Years
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Three Years
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Abstain
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Non-Vote
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34,069,614
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1,047,129 | 4,701,912 | 895,406 |
1,017,032
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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.
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THE WARNACO GROUP, INC.
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Date: May 16, 2011
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By:
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/s/ Lawrence R. Rutkowski
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Name:
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Lawrence R. Rutkowski
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Title:
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Executive Vice President and
Chief Financial Officer
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