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): June 12, 2015

 

 

BIG 5 SPORTING GOODS CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-49850   95-4388794

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

2525 East El Segundo Boulevard,

El Segundo, California

  90245
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (310) 536-0611

N/A

(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):

 

  ¨ 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 (7 CFR 240.13e-4(c))

 

 

 


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

On June 12, 2015, the Company held its annual meeting of stockholders. At the annual meeting, the following matters were submitted to the vote of the stockholders, with the results of voting on each such matter as set forth below.

1. The Company’s stockholders elected the following three individuals as Class A directors on the Company’s Board of Directors, each to hold office until the 2018 annual meeting of stockholders (and until each such director’s successor shall have been duly elected and qualified), with voting results as follows:

 

    

Votes For

  

Votes Withheld

  

Broker Non-Votes

Dominic P. DeMarco

   17,770,532    659,363    2,395,236

Nicholas Donatiello, Jr.

   17,783,366    646,529    2,395,236

David R. Jessick

   18,010,646    419,249    2,395,236
There were no abstentions.
2. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Company’s proxy statement, and cast their votes as follows:

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

16,673,908

     1,479,360    276,625    2,395,238
3. The Company’s stockholders approved a proposal to ratify the appointment of Deloitte & Touche LLP as its independent auditors for fiscal year 2015, with voting results as follows:

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

20,581,445

        222,786      20,900                  0
4. The Company’s stockholders approved, on an advisory basis, a proposal that the Company’s Board of Directors adopt a majority voting standard for uncontested elections of directors, with voting results as follows:

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

18,121,971

        297,305      10,617    2,395,238
5. The Company’s stockholders approved, on an advisory basis, a proposal that certain supermajority voting requirements in the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws be eliminated, with voting results as follows:

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

18,081,796

        337,837      10,259    2,395,239
6. The Company’s stockholders approved a stockholder proposal that the Company’s Board of Directors be declassified, with voting results as follows:

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

17,976,819

        442,085      10,988    2,395,239

 

2


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.

 

BIG 5 SPORTING GOODS CORPORATION
                                                 (Registrant)
Date: June 16, 2015
/s/ Barry D. Emerson
Barry D. Emerson
Senior Vice President, Chief Financial
Officer and Treasurer