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 29, 2014
 
 
 
hhgregg, Inc.
(Exact name of registrant as specified in its charter)
 
 
 

Commission File Number: 001-33600
 
 
 
 
Delaware
 
20-8819207
(State or other jurisdiction
of incorporation)
 
(IRS Employer
Identification No.)
4151 East 96th Street
Indianapolis, Indiana 46240
(Address of principal executive offices, including zip code)
(317) 848-8710
(Registrant’s telephone number, including area code)
 
(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 5.07.
Submission of Matters to a Vote of Security Holders
 

On July 29, 2014, hhgregg, Inc. (the “Registrant”) held its Annual Meeting of Stockholders. Set forth below are the matters submitted by the Board of Directors to a vote of stockholders at this meeting and the final results of the voting on each proposal.

1.Election of Directors. The following nominees were elected to serve on the Registrant's Board of Directors until the next annual meeting of stockholders or until their respective successors are elected and qualified, as follows:
Director Nominee
 
For
 
Withheld
 
Broker Non-Votes
 
 
 
 
 
 
 
Gregory M. Bettinelli
 
24,183,666

 
193,108

 
2,308,001

Lawrence P. Castellani
 
23,595,937

 
780,837

 
2,308,001

Benjamin D. Geiger
 
22,778,008

 
1,598,766

 
2,308,001

Catherine A. Langham
 
24,180,691

 
196,083

 
2,308,001

Dennis L. May
 
24,183,216

 
193,558

 
2,308,001

John M. Roth
 
22,221,502

 
2,155,272

 
2,308,001

Michael L. Smith
 
24,182,566

 
194,208

 
2,308,001

Peter M. Starrett
 
23,595,339

 
781,435

 
2,308,001

Kathleen C. Tierney
 
24,184,123

 
192,651

 
2,308,001

Darrell E. Zink
 
22,294,346

 
2,082,428

 
2,308,001


2.Advisory Vote on Compensation of Named Executive Officers. The compensation of the Registrant's named executive officers was approved by a non-binding advisory vote, as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
20,777,106

 
3,230,762

 
368,906

 
2,308,001


3.Approval of Amendment to hhgregg, Inc. 2007 Equity Incentive Plan. The amendment to the hhgregg, Inc. 2007 Equity Incentive Plan (the Plan) to increase the number of shares of common stock reserved for issuance under the Plan from 6,000,000 to 9,000,000 was approved, as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
15,092,789

 
8,923,932

 
360,053

 
2,308,001


4.
Ratification of Appointment of Independent Registered Public Accountants. The appointment of KPMG LLP as the Registrant's independent registered public accountants for the fiscal year ending March 31, 2015 was ratified, as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
25,948,981

 
732,757

 
3,037

 








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.
 
 
 
 
 
hhgregg, Inc.
 
 
 
Date: August 1, 2014
 
 
By:
/s/ Andrew S. Giesler
 
 
 
 
Andrew S. Giesler
 
 
 
 
Interim Chief Financial Officer