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 18, 2013
KID BRANDS, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey | 1-8681 | 22-1815337 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
One Meadowlands Plaza, 8th Floor, East Rutherford, New Jersey |
07073 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (201) 405-2400
(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)) |
Section 5 Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 18, 2013, Kid Brands, Inc. (the Company) held its 2013 Annual Meeting of Shareholders (the 2013 Meeting). There were 21,870,316 shares entitled to vote, and 18,881,903 shares present (in person or by proxy), at the 2013 Meeting.
At the 2013 Meeting, the following items were voted upon: (1) the election of six directors to the Companys Board of Directors (the Board), each to serve until the next annual meeting of shareholders and until his successor is elected and qualified; (2) the ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2013 calendar year; (3) a non-binding, advisory vote on the compensation of the Companys named executive officers (the Say on Pay Vote); (4) approval of the conversion of 600,000 cash-exercisable stock appreciation rights granted to the Companys President and Chief Executive Officer in connection with his appointment into 600,000 non-qualified stock options under the Companys 2008 Equity Incentive Plan, notwithstanding the provisions thereof which limit the number of stock options that may be granted to any participant thereunder in any one plan year to 350,000 and prohibit the grant of any awards thereunder after July 10, 2013 (the Conversion); and (5) approval of the Companys 2013 Equity Incentive Plan. The voting results with respect to each of the foregoing matters are described below.
1. Election of Directors. Each of the six nominees listed below was elected, without contest, as a member of the Board at the 2013 Meeting. The voting results for each of the nominees for director were as follows:
Nominee |
For |
Withheld |
Abstain |
Broker Non-Votes | ||||
Raphael Benaroya |
13,901,617 | 1,441,736 | -0- | 3,538,550 | ||||
Mario Ciampi |
14,099,235 | 1,244,118 | -0- | 3,538,550 | ||||
Frederick J. Horowitz |
13,976,761 | 1,366,592 | -0- | 3,538,550 | ||||
Jan Loeb |
13,989,367 | 1,353,986 | -0- | 3,538,550 | ||||
Salvatore M. Salibello |
14,202,823 | 1,140,530 | -0- | 3,538,550 | ||||
Michael Zimmerman |
14,222,787 | 1,120,566 | -0- | 3,538,550 |
2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of KPMG LLP as the Companys independent registered public accounting firm for the year ending December 31, 2013 was ratified based upon the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
17,744,277 | 1,128,317 | 9,309 | -0- |
3. Say on Pay Vote. The shareholders of the Company approved, on a non-binding, advisory basis, the compensation paid to the Companys named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and footnotes, and corresponding narrative discussion in the Proxy Statement for the 2013 Meeting (as supplemented), based upon the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
14,249,592 | 959,606 | 134,155 | 3,538,550 |
4. Approval of the Conversion. The shareholders of the Company approved the Conversion based upon the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
11,145,250 | 4,186,954 | 11,149 | 3,538,550 |
5. Approval of the Companys 2013 Equity Incentive Plan. The shareholders of the Company approved the Companys 2013 Equity Incentive Plan based upon the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
10,041,566 | 5,288,195 | 13,592 | 3,538,550 |
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.
Date: July 24, 2013 | KID BRANDS, INC. | |||
By: | /s/ Marc S. Goldfarb | |||
Marc S. Goldfarb | ||||
Senior Vice President and General Counsel |