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 14, 2014
 
 
SKULLCANDY, INC.
(Exact name of registrant as specified in charter)
 
 
 
Delaware
 
001-35240
 
56-2362196
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
1441 West Ute. Blvd, Suite 250
Park City, Utah
 
84098
(Address of principal executive offices)
 
(Zip Code)
(435) 940-1545
(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
As noted in Item 5.07 below, at the 2014 Annual Meeting of Stockholders of Skullcandy Inc. (the “Company”), held on May 14, 2014 (the “Annual Meeting”), the Company’s stockholders approved the Amended and Restated Skullcandy, Inc. 2011 Incentive Award Plan to increase the number of the Company's common stock, $0.0001 par value per share, shares we are authorized to issue or award under the 2011 Plan by 2,500,000 shares.
A brief description of the material terms of the Plan, including the amendments, is set forth on pages 12 to 19 and Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 2, 2014 (the “Proxy Statement”) and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Company held its 2014 Annual Meeting of Stockholders on May 14, 2014.
(b) The final results of the voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:
Item 1 - Election of Directors

Stockholders elected the following nominees for director to serve a three-year term expiring at the Company’s 2017 annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation, removal or death.
 
Name
Votes For
  
Votes Against
  
Abstain
  
Broker Non-Votes
Rick Alden
18,493,126

  
531,352

  

  
5,387,380

Doug Collier
18,726,331

 
298,147

 

 
5,387,380

Item 2 - Ratification of Selection of Independent Registered Public Accountants
Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014. No Broker Non-Votes resulted from the vote on this proposal.
 
For:
  
18,726,331

Against:
  
29,894

Abstain
  
40,594

Item 3 - Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers Say- on-Pay Vote
Stockholders approved this item.
For:
  
12,458,478

Against:
  
6,516,492

Abstain
  
49,508

Broker Non-Votes
 
5,387,380

 
Item 4 - Amendment to the Amended and Restated Skullcandy, Inc. 2011 Incentive Award Plan
Stockholders approved an amendment to the Amended and Restated Skullcandy, Inc. 2011 Incentive Award Plan to increase the number of shares we are authorized to issue or award under the 2011 Plan by 2,500,000 shares.
For:
  
10,443,515

Against:
  
8,530,693

Abstain
  
50,270

Broker Non-Votes
 
5,387,380







No other matters were submitted for stockholder action.
(c) Not applicable.


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: May 16, 2014
 
 
 
SKULLCANDY, INC.
 
 
 
 /s/ Jason Hodell
 
Jason Hodell
 
Chief Financial Officer