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): July 12, 2013

 

SEQUENTIAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-16075   86-0449546
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

1065 Avenue of the Americas, Suite 1705, New York, NY 10018

(Address of Principal Executive Offices/Zip Code)

 

(646) 564-2577

(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):

 

¨Witten 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

 

(a) The annual meeting of the stockholders of Sequential Brand Group, Inc. (the “Company”) was held on July 12, 2013. There were 16,229,855 shares of common stock entitled to be voted, and 10,422,297 shares present in person or represented by proxy at the annual meeting. Four items of business were acted upon by stockholders at the annual meeting: (1) election of three (3) Class II members of the board of directors for a three-year term, (2) ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, (3) approval, on an advisory basis, of the compensation of the Company’s named executive officers, and (4) approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

(b) The stockholders (i) elected each of the Company’s nominees for director; (ii) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013; (iii) approved, on an advisory basis, compensation of the Company’s named executive officers; and (iv) approved, on an advisory basis, annual frequency of the future advisory votes on executive compensation.

 

The voting results were as follows:

 

Proposal 1 - Election of three Class II Directors

 

   Number of   Number of Votes   Broker 
Names  Votes For   Withheld   Non-Votes 
Matthew Eby   9,418,573    163,484    840,240 
Stewart Leonard Jr.   9,582,016    41    840,240 
Gary Johnson   9,582,016    41    840,240 

 

Proposal 2 - To Ratify the Selection of Grant Thornton LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2013

 

For   10,405,266 
Against   17,031 
Abstentions   -0- 
Broker Non-Votes   -0- 

 

Proposal 3 - To Approve, on an Advisory Basis, the compensation of the Company’s named executive officers

 

For   9,417,663 
Against   146,903 
Abstentions   17,491 
Broker Non-Votes   840,240 

 

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Proposal 4 - To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers

 

One Year   9,543,107 
Two Years   1,995 
Three Years   19,422 
Abstentions   17,533 
Broker Non-Votes   840,240 

 

 

(c) The stockholders elected, on an advisory basis, to hold an advisory vote to approve compensation of the Company’s named executive officers every year. In line with this recommendation by our stockholders, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of an executive compensation vote.

 

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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.

  

      SEQUENTIAL BRANDS GROUP, INC.  
         
    By:     /s/ YEHUDA SHMIDMAN  
      Yehuda Shmidman  
      Director, Chief Executive Officer  
      and Secretary  
         
 Date: July 15, 2013      

 

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