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 27, 2015
SEQUENTIAL BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-16075 | 86-0449546 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5 Bryant Park, 30th Floor, New York, New York 10018
(Address of Principal Executive Offices/Zip Code)
(646) 564-2577
(Registrant’s telephone number, including area code)
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
(a) The annual meeting of the stockholders (the “Annual Meeting”) of Sequential Brands Group, Inc. (the “Company”) was held on May 27, 2015. There were 39,651,849 shares of common stock entitled to be voted, and 31,576,652 shares present in person or represented by proxy at the Annual Meeting. Four items of business were acted upon by stockholders at the Annual Meeting: (1) election of two Class I members of the board of directors for a three-year term, (2) ratification of the appointment of CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015, (3) approval, on an advisory basis, of the compensation of the Company’s named executive officers and (4) approval of the Executive Incentive Bonus Plan.
(b) The stockholders (i) elected each of the two Class I nominees to the Company’s board of directors for a three-year term, (ii) ratified the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, (iii) approved, on an advisory basis, compensation of the Company’s named executive officers, and (iv) approved the Executive Incentive Bonus Plan.
The voting results were as follows:
Proposal 1 - Election of Two Class I Directors
| Number of | Number of | Broker | |||||||
| Names | Votes For | Votes Against | Abstentions | Non-Votes | |||||
| Yehuda Shmidman | 25,330,927 | 4,493,782 | -0- | 1,751,943 | |||||
| William Sweedler | 24,814,781 | 5,009,927 | 1 | 1,751,943 |
Proposal 2 - To Ratify the Selection of CohnReznick LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2015
| For | 31,566,185 | |
| Against | 4,930 | |
| Abstentions | 5,537 | |
| Broker Non-Votes | -0- |
Proposal 3 - To Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers
| For | 24,344,577 | |
| Against | 5,474,169 | |
| Abstentions | 5,963 | |
| Broker Non-Votes | 1,751,943 |
Proposal 4 - To Approve the Executive Incentive Bonus Plan
| For | 29,782,880 | |
| Against | 36,078 | |
| Abstentions | 5,751 | |
| Broker Non-Votes | 1,751,943 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEQUENTIAL BRANDS GROUP, INC. | ||||
| By: | /s/ YEHUDA SHMIDMAN | |||
| Name: Yehuda Shmidman | ||||
| Title: Chief Executive Officer | ||||
| Date: May 27, 2015 |
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