Attached files

file filename
EX-10 - EXHIBIT 10.1 - JONES GROUP INCmay2212_101.htm

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 17, 2012

 

THE JONES GROUP INC.
(Exact Name of registrant as specified in its charter)

 

Pennsylvania


(State or Other Jurisdiction of Incorporation)

1-10746


(Commission File Number)

06-0935166


(IRS Employer Identification No.)
  1411 Broadway
New York, New York  10018
(Address of principal executive offices)
 
  (212) 642-3860
(Registrant's telephone number, including area code)
 
  Not Applicable
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:

[  ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 17, 2012, The Jones Group Inc. (the "Company") and John T. McClain, the Company's Chief Financial Officer, entered into an amendment of Mr. McClain's employment agreement to extend the term of the agreement until June 30, 2015. Except for the term extension, the terms of Mr. McClain's employment agreement remain unchanged.

The foregoing description of the amendment to Mr. McClain's employment agreement is qualified in its entirety by reference to the amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

(a)  On May 17, 2012, The Jones Group Inc. (the "Company") held its annual meeting of stockholders.

(b)  At that meeting, the stockholders elected all of the Company's nominees for director, ratified the selection of BDO USA, LLP as the Company's independent registered public accounting firm for 2012, approved an advisory resolution on executive compensation and reapproved the material terms for performance-based awards under the 2007 Executive Annual Cash Incentive Plan.  The final voting results for each matter submitted to a vote of stockholders at the meeting are as follows:

1. Election of Directors:

  For Against Abstain Broker
Non-Votes
Wesley R. Card 70,670,630 622,345 110,984 4,503,686
Sidney Kimmel 68,059,009 3,235,852 109,098 4,503,686
Matthew H. Kamens 59,819,719 11,469,058 115,182 4,503,686
Gerald C. Crotty 70,404,384 887,699 111,876 4,503,686
Lowell W. Robinson 60,941,291 10,348,699 113,969 4,503,686
Robert L. Mettler 70,389,424 901,351 113,184 4,503,686
Margaret H. Georgiadis 60,962,164 10,327,911 113,884 4,503,686
John D. Demsey 70,392,924 897,876 113,159 4,503,686
Jeffrey D. Nuechterlein 70,405,251 885,297 113,411 4,503,686
Ann Marie C. Wilkins 70,667,277 613,316 123,366 4,503,686

2. Ratification of Selection of Independent Registered Public Accounting Firm BDO USA, LLP:

For Against Abstain Broker
Non-Votes
63,137,392 12,597,990 172,263 0

3. Advisory Resolution on Executive Compensation:

For Against Abstain Broker
Non-Votes
67,252,691 1,838,023 2,313,245 4,503,686

4. Reapproval of the Material Terms for Performance-Based Awards under the 2007 Executive Annual Cash Incentive Plan:

For Against Abstain Broker
Non-Votes
65,386,560 3,798,888 2,218,511 4,503,686

(c)  Not applicable.

(d)  Not applicable.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Amendment No. 3 dated May 17, 2012 to Employment Agreement between The Jones Group Inc. and John T. McClain dated as of July 11, 2007.

 

2


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 JONES GROUP INC.
(Registrant)

By: /s/ Ira M. Dansky
      Ira M. Dansky
      Executive Vice President,
      General Counsel and Secretary

 Date: May 22, 2012

 3


Exhibit Index

Exhibit No.

Description

10.1

Amendment No. 3 dated May 17, 2012 to Employment Agreement between The Jones Group Inc. and John T. McClain dated as of July 11, 2007.

 

 

4