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 3, 2015

 
CHECKPOINT SYSTEMS, INC.
(Exact name of Registrant as specified in its Articles of Incorporation)

 
Pennsylvania
 
22-1895850
 
 
(State of Incorporation)
 
(IRS Employer Identification No.)
 

 
101 Wolf Drive, Thorofare, NJ
 
08086
 
 
(Address of principal executive offices)
 
(Zip Code)
 

 
856-848-1800
 
 
(Registrant’s telephone number, including area code)
 
 
N/A
 
 
(Former name or 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. below):
 
[ ] 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

On June 3, 2015, Checkpoint Systems, Inc. (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”).  The shareholders: (i) elected the Company’s nominees as directors; (ii) approved the Company’s 2015 Incentive Award Plan; (iii) approved the Company’s 2015 Employee Stock Purchase Plan; (iv) did not approve, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2015.  Of the 42,068,671 shares of the Company’s common stock entitled to vote at the meeting a total of 38,998,024 shares (92.70%) were represented at the meeting in person or by proxy.  The voting results for each proposal are set forth below.

Proposal No. 1 – Election of Directors
The shareholders elected two Class III directors to each serve a three-year term until the 2018 Annual Meeting of Shareholders.  The results of the vote were as follows:
Nominee
For
Withheld
Broker Non-Votes
George Babich, Jr.
28,909,170
6,743,510
3,345,345
Julie S. England
26,158,130
9,494,550
3,345,345


Proposal No. 2 – Approval of the Checkpoint Systems, Inc. 2015 Incentive Award Plan.
The shareholders approved the Company’s 2015 Incentive Award Plan. The results of the vote were as follows:
For
Against
Abstentions
Broker Non-Votes
27,702,019
7,893,643
57,018
3,345,345

 
Proposal No. 3 – Approval of the Checkpoint Systems, Inc. 2015 Employee Stock Purchase Plan. 
The shareholders approved the Company’s 2015 Employee Stock Purchase Plan. The results of the vote were as follows:
For
Against
Abstentions
Broker Non-Votes
31,492,990
4,109,072
50,618
3,345,345
 
Proposal No. 4 – Approval, by Non-binding Advisory Vote, of the Compensation of the Company’s Named Executive Officers
The shareholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:

For
Against
Abstentions
Broker Non-Votes
16,264,889
19,323,194
64,597
3,345,345

Proposal No. 5 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2015.
The shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2015. The results of the vote were as follows:

For
Against
Abstentions
Broker Non-Votes
37,412,548
1,525,698
59,779
3,345,345

 
Item 8.01  Other Events

On June 3, 2015 the Company’s Board of Directors elected Stephen N. David, age 66, Chairman of the Board, effective immediately.  Mr. David succeeds William S. Antle, III, who will continue to serve as a director of the Company. On June 4, 2015, the Company issued a press release announcing the election of Mr. David as Chairman of the Board, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits

(d)
Exhibits
99.1
   Press Release dated June 4, 2015
 

 
 

 


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.

  Company Name  
       
Date: June 4, 2015
By:
/s/ James M. Lucania  
    Name: James M. Lucania  
    Title: Acting Chief Financial Officer and Treasurer  
       


 
 

 

 
Exhibit Index
 

Exhibit No.                              Description

99.1                              Press Release dated June 4, 2015


 
Checkpoint Systems, Inc.
101 Wolf Drive
Thorofare, NJ 08086 USA

Tel.: +800-257-5540
Fax: +856-848-0937
www.checkpointsystems.com

News

COMPANY CONTACT:
James Lucania
856-384-2480

 
Checkpoint Systems, Inc. Appoints New Chairman of the Board

Thorofare, New Jersey, June 4, 2015 - Checkpoint Systems, Inc. (NYSE: CKP) announced today that the Board of Directors has elected Stephen N. David, as Chairman of the Board of Directors, effective June 3, 2015.  Mr. David has been a director of Checkpoint since 2012 and succeeds William S. Antle, III who had served as Chairman since 2012 and will continue to serve on Checkpoint’s Board as a non-employee director.

“The entire Board of Directors would like to thank Bill for his service and we are excited that he is staying on to contribute in a different capacity,” said George Babich, President and Chief Executive Officer.  “I am excited going forward to work with Steve where his technology background and strategic focus applied to this new role will be invaluable as Checkpoint continues building for growth.”

Mr. David has been a senior adviser with Boston Consulting Group since 2005, where he provides strategic planning services in sales, marketing and IT to a variety of clients in the consumer products, pharmaceutical and financial services industries. Over the course of Mr. David's career, he has had extensive business development and strategic planning experience in the consumer products industry and technology sector. From 2003 to 2008, Mr. David served as Chairman of the Board and interim Chief Executive Officer of Iomega®, a worldwide leader in storage solutions for consumers and small business, where he led a turnaround focused on reducing costs and expanding revenue.   Mr. David served as the Chief Information Officer and Business-to-Business Officer of Procter & Gamble from July 1, 2000 to January 2005. In 2005, Mr. David retired from Procter & Gamble after 34 years, during which he served in varied roles including Country Manager P&G Hellas (Greece) and later General Manager of the company’s Arabian Peninsula operations. Mr. David has served on a number of corporate boards and industry advisory committees. Among them are Ahold USA, Cisco Systems, Inc., Hewlett-Packard Company, TrueDemand Software, InformationWeek, Global Commerce Initiative, EPCglobal, the Uniform Code Council and Institute for the Future. Mr. David has a Bachelor’s degree in Business Administration from the University of Nebraska.

Checkpoint Systems, Inc.

Checkpoint Systems is a global leader in merchandise availability solutions for the retail industry, encompassing loss prevention and merchandise visibility. Checkpoint provides end-to-end solutions enabling retailers to achieve accurate real-time inventory, accelerate the replenishment cycle, prevent out-of-stocks and reduce theft, thus improving merchandise availability and the shopper’s experience. Checkpoint's solutions are built upon 45 years of radio frequency technology expertise, innovative high-theft and loss-prevention solutions, market-leading RFID hardware, software, and comprehensive labeling capabilities, to brand, secure and track merchandise from source to shelf. Checkpoint's customers benefit from increased sales and profits by implementing merchandise availability solutions, to ensure the right merchandise is available at the right place and time when consumers are ready to buy.
For more information, visit www.checkpointsystems.com.
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