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

 

June 12, 2013

Date of Report (Date of earliest event reported)

 

SUMMER INFANT, INC.

(Exact Name of Registrant as Specified in Charter)

 

DELAWARE

 

001-33346

 

20-1994619

(State or Other

 

(Commission File Number)

 

(IRS Employer

Jurisdiction of Incorporation)

 

 

 

Identification No.)

 

1275 PARK EAST DRIVE

WOONSOCKET, RHODE ISLAND 02895

(Address of Principal Executive Offices)  (Zip Code)

 

(401) 671-6550

(Registrant’s 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 5.07.             Submission of Matters to a Vote of Security Holders.

 

The 2013 Annual Meeting of Stockholders of the Company was held on June 12, 2013.  Set forth below are the matters submitted at the meeting by the Board of Directors to a vote of stockholders and the final results of the voting for each proposal.

 

Proposal 1: Adoption of Amendment to Amended and Restated Certificate of Incorporation

 

The amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Company’s Board of Directors and provide for the annual election of directors was approved based on the following vote:

 

For

 

Against

 

Abstained

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

8,987,043

 

399,434

 

3,046,086

 

3,515,501

 

 

Proposal 2: Election of Directors

 

Each of the following nominees for Class C director was elected based on the following vote:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

Dan Almagor

 

11,253,300

 

1,179,263

 

3,515,501

 

 

 

 

 

 

 

 

 

Carol E. Bramson

 

11,274,863

 

1,157,700

 

3,515,501

 

 

 

 

 

 

 

 

 

Jason P. Macari

 

11,275,575

 

1,156,988

 

3,515,501

 

 

Proposal 3:  Approval, on an Advisory Basis, of Named Executive Officer Compensation

 

The compensation of the Company’s named executive officers was approved by a non-binding advisory vote based upon the following vote:

 

For

 

Against

 

Abstained

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

12,112,528

 

310,030

 

10,005

 

3,515,501

 

 

Proposal 4:  Approval, on an Advisory Basis, of Frequency of Future Votes on Named Executive Officer Compensation

 

Stockholders recommended, by a non-binding advisory vote, for the “one-year” option with respect to holding advisory votes on the compensation of the Company’s named executive officers:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

8,830,550

 

10,800

 

3,540,813

 

50,400

 

3,515,501

 

 



 

Consistent with the recommendation of the Board of Directors and the outcome of the non-binding advisory vote of the stockholders on the frequency of an advisory vote on executive compensation, the Company has determined it will include a non-binding advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of its named executive officers.

 

Proposal 5:  Ratification of Appointment of McGladrey LLP as Independent Auditor

 

The appointment of McGladrey LLP as the independent auditor of the Company for fiscal year ending December 31, 2013 was ratified based on the following votes:

 

For

 

Against

 

Abstained

 

 

 

 

 

 

 

15,909,005

 

33,488

 

5,571

 

 

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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.

 

 

 

SUMMER INFANT, INC.

 

 

 

 

Date: June 13, 2013

By:

/s/ Paul Francese

 

 

Paul Francese

 

 

Chief Financial Officer

 

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