Attached files
| file | filename |
|---|---|
| EX-99.1 - ANNUAL MEETING PRESENTATION MATERIALS - HAMPSHIRE GROUP LTD | h7068345b.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): June 20, 2012
HAMPSHIRE GROUP, LIMITED
(Exact name of Registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
000-20201
(Commission File Number)
|
06-0967107
(I.R.S. Employer
Identification No.)
|
|
|
114 W. 41st Street, New York, New York
(Address of principal executive offices)
|
10036
(Zip code)
|
||
(864) 231-1200
(Registrant’s telephone number including area code)
Not applicable
(Former name and 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):
| 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.
On June 20, 2012, Hampshire Group, Limited (the “Company”) held its annual meeting of stockholders to (i) elect directors to the Company’s Board of Directors (the “Board”) and (ii) ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm. 6,606,023 shares of the Company’s common stock entitled to vote at the annual meeting were present at the annual meeting either in person or by proxy, constituting 88.85% of the shares of the Company’s common stock entitled to vote. The seven directors listed below were elected to the Board and the appointment of BDO USA, LLP was ratified, with the votes with respect to each matter listed below. The following table shows the number of votes cast for, against, abstentions and the number of broker non-votes on each matter:
|
For
|
Withheld
|
Abstain
|
Broker Non-votes
|
||
|
Election of Directors:
|
|||||
|
Heath L. Golden
|
4,410,935
|
750,441 |
|
0
|
1,444,647
|
|
Richard A. Mandell
|
4,437,380
|
723,996 |
|
0
|
1,444,647
|
|
Herbert Elish
|
4,594,770
|
566,606
|
|
0
|
1,444,647
|
|
Peter H. Woodward
|
5,084,468
|
76,908 |
|
0
|
1,444,647
|
|
Robert C. Siegel
|
4,594,770
|
566,606 |
|
0
|
1,444,647
|
|
Paul M. Buxbaum
|
4,956,468
|
204,908 |
|
0
|
1,444,647
|
|
Benjamin C. Yogel
|
4,956,928
|
204,448 |
|
0
|
1,444,647
|
|
For
|
Against
|
Abstain
|
Broker Non-votes
|
||
|
Ratification of BDO USA, LLP’s appointment
|
6,588,866
|
200 |
|
16,957
|
0
|
Item 7.01 Regulation FD Disclosure.
On June 20, 2012, at the Company’s annual meeting of stockholders, the Company’s management gave a presentation regarding the Company’s operating and growth strategies and performance. The presentation materials were also posted to the Company’s website on June 21, 2012. Pursuant to Regulation FD, the presentation materials are attached hereto as Exhibit 99.1 and incorporated herein by reference. The attached presentation materials shall be deemed “furnished” to the Securities and Exchange Commission and not “filed” for all purposes.
Item 8.01 Other Events
On June 20, 2012, the Board approved a reduction in the annual cash compensation payable to its non-employee directors. Effective as of July 1, 2012, the annual cash compensation payable to the non-employee directors of the Company will be reduced from $60,000 to $40,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Annual Meeting Presentation Materials.
- 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.
| HAMPSHIRE GROUP, LIMITED | ||
|
By:
|
/s/ Heath L. Golden
|
|
|
Name: Heath L. Golden
|
||
|
Title: President and Chief Executive Officer
|
||
Dated: June 22, 2012
- 3 -