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 24, 2017
Commission File No. 001-34061
________________________________________________________________________________________________
HSN, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________________________
Delaware | 26-2590893 | |
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.) |
1 HSN Drive, St. Petersburg, Florida | 33729 | |
(Address of principal executive offices) | (Zip Code) | |
(727) 872-1000
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 | Submission of Matters to a Vote of Security Holders |
(a) | HSN, Inc., a Delaware corporation (the “Company”), held its annual meeting of shareholders on May 24, 2017 (the "Annual Meeting"). |
(b)The matters on which the shareholders voted, in person or by proxy, were
(i)to elect nine directors to serve until the Company’s next annual meeting of shareholders or until their successors are duly elected and qualified;
(ii)to ratify the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2017;
(iii)approve, on an advisory basis, the compensation paid to the Company’s named executive officers;
(iv)approve, on an advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers; and
(v)approve the 2017 Omnibus Incentive Plan.
The results of the voting are as follows:
Proposal 1 - Election of Directors:
Name of Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Courtnee Chun | 46,966,506 | 907,770 | 2,072,521 |
William Costello | 46,942,116 | 932,160 | 2,072,521 |
Fiona Dias | 47,712,675 | 161,601 | 2,072,521 |
James M. Follo | 46,938,206 | 936,070 | 2,072,521 |
Stephanie Kugelman | 46,938,491 | 935,785 | 2,072,521 |
Arthur C. Martinez | 47,057,857 | 816,419 | 2,072,521 |
Thomas J. McInerney | 46,829,558 | 1,044,718 | 2,072,521 |
Matthew E. Rubel | 47,026,191 | 848,085 | 2,072,521 |
Ann Sarnoff | 46,894,344 | 979,932 | 2,072,521 |
Each of the director nominees was elected to hold office for a one-year term ending on the next succeeding annual meeting of shareholders.
Mindy Grossman was initially named in the Company’s proxy statement. However, Ms. Grossman resigned as the Company’s chief executive officer as of May 24, 2017 and did not stand for re-election to the Company’s Board of Directors at the Annual Meeting. Any votes received for Ms. Grossman were not counted at the Annual Meeting.
Proposal 2 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2017:
Votes For | Votes Against | Votes Abstaining |
49,627,565 | 312,794 | 6,438 |
The shareholders approved Proposal 2.
Proposal 3 - Approve the following resolution:
RESOLVED, that the shareholders advise that they approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure shall include the Compensation Discussion and Analysis, the compensation tables, and any related material).
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | ||
47,696,626 | 168,603 | 9,047 | 2,072,521 | ||
The shareholders approved Proposal 3.
Proposal 4 - Advisory approval of the frequency of future advisory votes on the compensation paid to the Company’s named executive officers:
Votes for Annually | Votes for Every Two Years | Votes for Every Three Years | Votes Abstaining | Broker Non-Votes |
18,285,024 | 10,752 | 29,511,903 | 66,597 | 2,072,521 |
The Board of Directors has considered the results of the shareholder vote, and has accepted their recommendation to have future advisory votes on compensation paid to the Company’s executives every three years. As a result, the next shareholder vote on compensation for named executive officers will be at the annual meeting in 2020.
Proposal 5 - Approve the 2017 Omnibus Incentive Plan:
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
40,882,742 | 6,974,665 | 16,869 | 2,072,521 |
The shareholders approved Proposal 5.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
HSN, INC. | ||
Dated: May 24, 2017 | ||
By: | /s/ Rod Little | |
Rod Little | ||
Principal Executive Officer | ||