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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 26, 2011
THE TIMBERLAND COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE | 1-9548 | 02-0312554 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 Domain Drive, Stratham, NH | 03885 | |
(Address of principal executive offices) | (Zip Code) |
(603) 772-9500
(Registrants 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 (see General
Instruction A.2. below):
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.
The Timberland Company (the Company) held its 2011 Annual Meeting of Stockholders on May 26,
2011 (the Annual Meeting). As previously disclosed in our Proxy Statement filed with the
Securities and Exchange Commission on April 12, 2011, three members of the Companys Board of
Directors, Ian W. Diery, John A. Fitzsimmons and Virginia H. Kent, did not stand for re-election.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders elected all of the Companys nominees for director,
ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public
accounting firm, approved, on an advisory basis, the compensation of the Companys named executive
officers as disclosed in the Companys Proxy Statement and approved, on an advisory basis, holding
future advisory votes on executive compensation each year. The results of the voting with respect
to each item are listed below.
(1) Election of Directors:
(A) Directors elected by Class A shares:
Votes For | Votes Withheld | Non-Votes | ||||||||||
Terdema L. Ussery, II |
33,539,266 | 175,715 | 3,567,043 | |||||||||
Peter R. Moore |
32,540,266 | 1,174,715 | 3,567,043 | |||||||||
Edward W. Moneypenny |
32,537,769 | 1,177,212 | 3,567,043 |
(B) Directors elected by Class A and Class B shares:
Votes For | Votes Withheld | Non-Votes | ||||||||||
Sidney W. Swartz |
139,029,429 | 369,442 | 3,567,043 | |||||||||
Jeffrey B. Swartz |
139,229,078 | 169,793 | 3,567,043 | |||||||||
Catherine E. Buggeln |
139,183,262 | 215,609 | 3,567,043 | |||||||||
André J. Hawaux |
139,210,976 | 187,895 | 3,567,043 | |||||||||
Kenneth T. Lombard |
138,224,216 | 1,174,655 | 3,567,043 | |||||||||
Bill Shore |
139,221,908 | 176,963 | 3,567,043 | |||||||||
Carden N. Welsh |
139,082,426 | 316,445 | 3,567,043 |
(2) Ratification of Deloitte & Touche LLP:
Votes For |
142,593,094 | |||
Votes Against |
355,386 | |||
Votes Abstaining |
17,434 | |||
Non-Votes |
0 |
-2-
(3) | Approval, on an advisory basis, of the compensation of the Companys named executive officers as disclosed in the Proxy Statement: |
Votes For |
136,556,603 | |||
Votes Against |
2,805,063 | |||
Votes Abstaining |
37,205 | |||
Non-Votes |
3,567,043 |
(4) | Approval, on an advisory basis, of the frequency with which future advisory votes on executive compensation should be held: |
1 Year |
135,962,913 | |||
2 Years |
194,935 | |||
3 Years |
3,217,379 | |||
Votes Abstaining |
23,644 | |||
Non-Votes |
3,567,043 |
Based on the voting results in Item 4 immediately above, which aligned with the Boards
recommendation on this matter, the Companys Board of Directors has determined that an advisory
vote on executive compensation will be held every year until the next required vote on the
frequency of advisory votes on executive compensation, which will be in six years.
Item 8.01 Other Events.
On May 26, 2011, the Board of Directors of the Company authorized the repurchase of up to an
additional 5,000,000 shares of the Companys Class A Common Stock. This authorization supplements
the Companys current 6,000,000 share repurchase authorization, of which approximately 2,897,437
shares remained available for repurchase as of April 1, 2011. Under the Companys share repurchase
program, share repurchases may be conducted from time to time, at the discretion of management, and
as market and business conditions may warrant. The Company may use Rule 10b5-1 plans to facilitate
share repurchases.
-3-
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.
THE TIMBERLAND COMPANY |
||||
Date: June 1, 2011 | By: | /s/ Carrie W. Teffner | ||
Name: | Carrie W. Teffner | |||
Title: | Chief Financial Officer | |||
-4-