Crimson Wine Group, Ltd - FORM 8-K - August 5, 2015

 

 

 

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) July 31, 2015

 

 

 

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.)

 

2700 Napa Valley Corporate Drive, Suite B, 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 July 31, 2015 (the “Annual Meeting”).

   

1.Election of Directors 

   

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

   

 

 

 

 

Nominee

For

Number of Shares Withheld

Broker Non-Votes

John D. Cumming
15,409,147 
2,206,671 
4,399,394 

Ian M. Cumming
15,371,339 
2,244,479 
4,399,394 

Joseph S. Steinberg
15,369,817 
2,246,001 
4,399,394 

Avraham M. Neikrug
17,581,847 
34,071 
4,399,294 

Douglas M. Carlson
17,540,863 
74,955 
4,399,394 

Craig D. Williams
15,416,011 
2,199,807 
4,399,394 

   

2.Ratification of Moss Adams LLP as independent auditors for the year ended
December 31, 2015. 

   

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

   

 

 

 

For: 

21,965,011 

 

Against:
37,306 

 

Abstentions:
12,895 

 

 

 

Item 8.01Other Events.

 

During a question and answer session following the Annual Meeting, a shareholder inquired about the independence status of the directors.  For the benefit of all shareholders, the Company believes it is important to clarify the independence status of the Board members.  While each of the Company’s board members believes he approaches Company decisions from an objective perspective, as stated in the Company’s Definitive Proxy Statement for the Annual Meeting, the Board has determined that only Douglas M. Carlson and Avraham M. Neikrug meet the NASDAQ Stock Market’s listing standards for independence.

 

 

 

 

 

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 5, 2015

 

CRIMSON WINE GROUP, LTD.

 

 

By:  /s/ Shannon McLaren

Name: Shannon McLaren

Title:   Chief Financial Officer

 

 

 

 

Crimson Wine Group, Ltd Reports