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: May 22, 2014 Date of earliest event reported: May 20, 2014

 

 

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-15395   52-2187059

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

601 West 26th Street
New York, NY
  10001
(Address of principal executive offices)   (Zip Code)

(212) 827-8000

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 (see General Instruction A.2. below):

 

  ¨ 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 5.07. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Martha Stewart Living Omnimedia, Inc. (the “Company”) was held on May 20, 2014 (the “Annual Meeting”). As of March 25, 2014, the record date for the Annual Meeting, there were 31,156,460 shares of Class A Common Stock and 25,734,625 shares of Class B Common Stock outstanding, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to 10 votes. At the Annual Meeting, shares of Class A and Class B Common Stock representing 283,880,823 votes or approximately 98.4% of the voting power on the record date were represented either in person or by proxy.

Described below are the matters voted upon at the Annual Meeting and the voting results.

Proposal 1: To elect nominees to the Board of Directors for the term as described in the proxy statement of the Company.

The following nominees were elected as directors by the votes indicated below for a term that will expire on the date of the 2015 annual meeting of stockholders, or until their successors are duly elected and qualified.

 

Directors

   Votes For      Votes Withheld      Broker Non-Votes  

Daniel W. Dienst

     270,270,013         696,863         12,913,947   

Martha Stewart

     269,887,832         1,079,044         12,913,947   

Arlen Kantarian

     267,497,940         3,468,936         12,913,947   

William Roskin

     267,494,087         3,472,789         12,913,947   

Margaret M. Smyth

     270,118,700         848,176         12,913,947   

Pierre deVillemejane

     270,226,521         740,355         12,913,947   

Proposal 2: Advisory vote on compensation of our named executive officers.

This proposal was approved by the votes indicated below.

 

For     Against     Abstain     Broker Non-Votes  
  266,266,210        3,806,103        894,563        12,913,947   

Proposal 3: Ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2014.

This proposal was approved by the votes indicated below.

 

For     Against     Abstain  
  283,367,633        420,031        93,159   

 

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Proposal 4: Stockholder proposal regarding the right of stockholders to call a special meeting.

This proposal was defeated by the votes indicated below.

 

For     Against     Abstain     Broker Non-Votes  
  7,451,454        263,438,776        76,646        12,913,947   

 

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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.

 

   

MARTHA STEWART LIVING

OMNIMEDIA, INC.

Date: May 22, 2014     By:  

/s/ Allison Hoffman

     

Executive Vice President, General

Counsel and Corporate Secretary

 

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