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) June 1, 2011

 

 

K-SWISS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-18490
  95-4265988

(State or other jurisdiction

of incorporation)

  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
31248 Oak Crest Drive, Westlake Village, CA   91361
(Address of principal executive offices)   (Zip code)

818-706-5100

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

 

¨ 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 5.07. Submission of Matters to a Vote of Security Holders.

K-Swiss Inc. (the “Company”) is announcing the following results from its 2011 Annual Meeting of Stockholders (the “Meeting”), which occurred on June 1, 2011.

Proposal One: Election of Directors

At the Meeting, the following directors were elected to serve until the 2012 Annual Meeting of Stockholders or until their successors have been duly elected and qualified:

 

Class A Directors

  

Class B Directors

Stephen Fine

   Steven Nichols

Mark Louie

   George Powlick
   Lawrence Feldman

Of the 27,389,988 shares of Class A Common Stock represented at the Meeting, the Class A Directors named above were elected with the following votes:

 

     Number of Votes Received      Broker         

Name

   For      Withheld      Non-Votes      Abstentions  

Stephen Fine

     23,106,298         596,192         2,346,517         —     

Mark Louie

     23,141,110         561,380         2,381,329         —     

Of the 8,039,524 shares of Class B Common Stock represented at the Meeting, the Class B Directors named above were elected with the following votes (with each share of Class B Common Stock entitled to 10 votes):

 

     Number of Votes Received         

Name

   For      Withheld      Abstentions  

Steven Nichols

     80,375,240         —           —     

George Powlick

     80,375,240         —           —     

Lawrence Feldman

     80,375,240         —           —     

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

Also at the Meeting, the Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2011.

Of the 27,389,988 shares of Class A Common Stock and 8,039,524 shares of Class B Common Stock represented at the 2011 Annual Meeting, the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2011 received the following votes (with each share of Class A Common Stock entitled to one vote and each share of B Common Stock entitled to 10 votes):

 

     Number of Votes Received  

For

     106,329,850           

Against

     125,809           

Abstain

     3,450           


Proposal Three: Advisory Resolution on the Company’s Executive Compensation

Also at the Meeting, the Company’s stockholders approved the advisory resolution regarding the Company’s executive compensation as follows:

 

     Number of Votes Received  

For

     103,967,329           

Against

     101,743           

Abstain

     8,658           

Proposal Four: Advisory Vote on the Frequency of the Future Advisory Votes on the Company’s Executive Compensation

Also at the Meeting, the Company’s stockholders approved that future advisory votes on the Company’s executive compensation be conducted every three years as follows:

 

     Number of Votes Received  

Three years

     97,346,197           

Two years

     48,596           

One year

     6,650,700           

Abstain

     32,327           

The Board has determined in consideration of the stockholder vote on the frequency proposal that the Company will seek advisory approval of the Company’s executive compensation every three years.

No other matters came before the Meeting.


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 thereunto duly authorized.

 

    K-Swiss Inc.
Date: July 20, 2011     By:    /s/    GEORGE POWLICK        
      George Powlick
      Vice President of Finance, Chief Administrative
      Officer, Chief Financial Officer, and Secretary