Crimson Wine Group, Ltd - FORM 8-K - August 7, 2014

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EX-99.1 - EX-99.1 - Crimson Wine Group, Ltdc151-20140807ex991f1e019.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,  DC 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) August 1, 2014

 

 

 

CRIMSON WINE GROUP, LTD.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

 

Delaware

 

000-54866

 

13-3607383

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

5901 Silverado Trail, Napa, California

94558

 

 

(Address of Principal Executive Offices)

(Zip Code)

 

 

 

 

 

(800) 486-0503

 

 

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

 

The following matters were submitted to a vote of the stockholders of Crimson Wine Group, Ltd. (the “Company”) at the Annual Meeting of Stockholders of the Company held on August 1, 2014 (the “Annual Meeting”).

 

1.Election of Directors

 

Each of the seven nominees for director was elected, and the voting results are set forth below:

 

 

 

 

 

Nominee

For

Number of Shares Withheld

Broker Non-Votes

Ian M. Cumming
14,573,139 
3,099,822 
4,492,550 

Joseph S. Steinberg
14,581,784 
3,091,177 
4,492,550 

John D. Cumming
14,808,616 
2,864,345 
4,492,550 

Avraham M. Neikrug
17,268,706 
404,255 
4,492,550 

Douglas M. Carlson
17,063,024 
609,937 
4,492,550 

Craig D. Williams
17,298,951 
374,010 
4,492,550 

Erle Martin
14,872,142 
2,800,819 
4,492,550 

 

2.Ratification of Moss Adams LLP as independent auditors for the year ended
December 31, 2014.

 

The ratification of Moss Adams LLP was approved, and the voting results are set forth below:

 

 

 

For:
22,111,175 

Against:
33,019 

Abstentions:
21,317 

 

ITEM 7.01Regulation FD Disclosure.

 

The information set forth in the Report of the President and Chief Executive Officer of the Company delivered at the Annual Meeting, attached hereto as Exhibit 99.1, is incorporated herein by reference.

 

ITEM 9.01Financial Statements and Exhibits.

 

Exhibit No.Description

 

99.1Report of the President and Chief Executive Officer of Crimson Wine
Group, Ltd. delivered at the Annual Meeting.

 

 

 

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.

 

Dated:  August 7, 2014

 

 

 

 

CRIMSON WINE GROUP, LTD.

 

 

 

 

 

By:  /s/ Patrick M. DeLong 

 

Name:  Patrick M. DeLong

 

Title:  Chief Financial & Operating Officer

 

 

Crimson Wine Group, Ltd Reports