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EX-99.1 - EXHIBIT 99.1 - FINISH LINE INC /IN/fl_8k071615ex991.htm

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 16, 2015


The Finish Line, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Indiana
 
0-20184
 
35-1537210
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
3308 North Mitthoeffer Road
Indianapolis, Indiana
 
 
 

46235
(Address of principal executive offices)
 
 
 
(Zip Code)

Registrant’s telephone number, including area code: 317-899-1022


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:

[ ] 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 company held its 2015 Annual Meeting of Shareholders on July 16, 2015. The shares voted at the Annual Meeting, present in person or by proxy, constituted 91.5% of our shares outstanding and entitled to vote. The company’s shareholders voted on the following proposals:

(i) The election of three Class II directors to serve on the company’s Board of Directors until the 2018 Annual Meeting of Shareholders: 

Director
 
For
 
Withheld
 
Broker Non-Votes
William P. Carmichael
 
37,681,247
 
808,856
 
3,286,066
Richard P. Crystal
 
37,758,465
 
731,638
 
3,286,066
Samuel M. Sato
 
36,264,223
 
2,225,880
 
3,286,066

(ii) Ratification of the selection of Ernst & Young LLP as the company’s independent registered public accounting firm for the company’s fiscal year ending February 27, 2016:

For
 
Against
 
Abstain
 
Broker Non-Votes
40,995,113
 
765,819
 
15,237
 

(iii) Approval of a non-binding advisory resolution approving the compensation of the company’s named executive officers:

For
 
Against
 
Abstain
 
Broker Non-Votes
36,570,632
 
1,828,421
 
91,050
 
3,286,066


Item 8.01 Other Events.

On July 16, 2015, Mr. William Carmichael was appointed by the independent directors of the company as Lead Director of the Board for an annual term. Mr. Carmichael has been a Board member since 2003 and will continue to serve as Chairman of the Audit Committee.

On July 16, 2015, the company announced a cash dividend of $0.09 per share of the company’s outstanding common stock. The cash dividend will be payable on September 14, 2015 to shareholders of record as of August 28, 2015.

Information regarding the dividend is included in the copy of the press release issued on July 16, 2015 and attached to this Form 8-K as Exhibit 99.1. 


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number
 
Description
99.1
 
Press Release issued July 16, 2015


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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.
 
 
The Finish Line, Inc.
 
 
 
 
Date: July 16, 2015
 
By:
/s/ Edward W. Wilhelm             
 
 
Name:
Edward W. Wilhelm
 
 
Title:
Executive Vice President, Chief Financial Officer

    

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